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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 20-F





(Mark One)

| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2015.

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

For
the transition period from  to

Commission file number: 001-34947





BITAUTO
HOLDINGS LIMITED

(Exact name of Registrant as specified in its charter)





N/A

(Translation of
Registrants name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

New Century Hotel Office Tower, 6/F

No. 6 South Capital Stadium Road

Beijing, 100044

The
Peoples Republic of China

(Address of principal executive offices)

Xuan Zhang

Chief
Financial Officer

New Century Hotel Office Tower, 6/F

No. 6 South Capital Stadium Road

Beijing, 100044

The
Peoples Republic of China

Tel: (86-10) 6849-2345

Email: ir@bitauto.com

Fax: (86 10) 6849-2200

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:



|                                                                                                                          |  |                                     
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------
|Title of Each Class                                                                                                       |  | Name of Exchange on Which
Registered
|American depositary shares, each representing one
ordinary share Ordinary
shares, par value US$0.00004 per share*         |  | New York Stock Exchange             
|*  Not
for trading, but only in connection with the listing on New York Stock Exchange of the American depositary shares.





Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)





Indicate the number of outstanding shares of each of the Issuers classes of capital or common stock as of the close of the period covered
by the annual report. 60,360,516.5 ordinary shares issued and outstanding and excluding treasury shares, par value US$0.00004 per share, as of December 31, 2015.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  x    No   ̈

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.     Yes    ̈    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                          |  |                     |  |                        
|------------------------- |  | ------------------- |  | -----------------------
|Large accelerated filer x |  | Accelerated filer  ̈ |  | Non-accelerated filer  ̈

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements
included in this filing:



|             |  |                                                                                                          |  |         
|------------ |  | -------------------------------------------------------------------------------------------------------- |  | --------
|U.S. GAAP   ̈ |  | International Financial Reporting Standards as issued
by the International Accounting Standards Board  x |  | Other   ̈

If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.     Item 17  ̈ Item 18  ̈

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes   ̈    No   ̈









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TABLE OF CONTENTS



|                           |  |                                                                              |     |  |     | 
|-------------------------- |  | ---------------------------------------------------------------------------- | --- |  | --- | 
|INTRODUCTION               |  |                                                                              | 1   | 
|                           | 
|FORWARD-LOOKING STATEMENTS |  |                                                                              | 2   | 
|                           | 
|PART I                     |  |                                                                              | 2   | 
|ITEM 1.                    |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                        |     |  | 2   | 
|ITEM 2.                    |  | OFFER STATISTICS AND EXPECTED TIMETABLE                                      |     |  | 2   | 
|ITEM 3.                    |  | KEY INFORMATION                                                              |     |  | 2   | 
|ITEM 4.                    |  | INFORMATION ON THE COMPANY                                                   |     |  | 37  | 
|ITEM 4A.                   |  | UNRESOLVED STAFF COMMENTS                                                    |     |  | 56  | 
|ITEM 5.                    |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 |     |  | 56  | 
|ITEM 6.                    |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   |     |  | 80  | 
|ITEM 7.                    |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            |     |  | 89  | 
|ITEM 8.                    |  | FINANCIAL INFORMATION                                                        |     |  | 95  | 
|ITEM 9.                    |  | THE OFFER AND LISTING                                                        |     |  | 95  | 
|ITEM 10.                   |  | ADDITIONAL INFORMATION                                                       |     |  | 96  | 
|ITEM 11.                   |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |     |  | 105 | 
|ITEM 12.                   |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |     |  | 106 | 
|                           | 
|PART II                    |  |                                                                              | 107 | 
|ITEM 13.                   |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              |     |  | 107 | 
|ITEM 14.                   |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |     |  | 107 | 
|ITEM 15.                   |  | CONTROLS AND PROCEDURES                                                      |     |  | 107 | 
|ITEM 16A.                  |  | AUDIT COMMITTEE FINANCIAL EXPERT                                             |     |  | 108 | 
|ITEM 16B.                  |  | CODE OF ETHICS                                                               |     |  | 108 | 
|ITEM 16C.                  |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       |     |  | 108 | 
|ITEM 16D.                  |  | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   |     |  | 109 | 
|ITEM 16E.                  |  | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       |     |  | 109 | 
|ITEM 16F.                  |  | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT                                 |     |  | 109 | 
|ITEM 16G.                  |  | CORPORATE GOVERNANCE                                                         |     |  | 109 | 
|ITEM 16H.                  |  | MINE SAFETY DISCLOSURE                                                       |     |  | 110 | 
|                           | 
|PART III                   |  |                                                                              | 110 | 
|ITEM 17.                   |  | FINANCIAL STATEMENTS                                                         |     |  | 110 | 
|ITEM 18.                   |  | FINANCIAL STATEMENTS                                                         |     |  | 110 | 
|ITEM 19.                   |  | EXHIBITS                                                                     |     |  | 110 | 



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INTRODUCTION

Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F to:



| |  |  | we, us, our company, our and Bitauto refer to Bitauto Holdings Limited, a Cayman Islands company, its subsidiaries and structured entities;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ADSs refers to our American depositary shares, each of which represents one ordinary share, and ADRs refers to American depositary receipts, which, if issued, evidence our ADSs;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | China or the PRC refers to the Peoples Republic of China excluding, for the purpose of this annual report only, Hong Kong, Macau and Taiwan;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | IFRS refers to International Financial Reporting Standards, as issued by the International Accounting Standards Board, or IASB;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | RMB or Renminbi refers to the legal currency of China;
| | - |  | ----------------------------------------------------------



| |  |  | shares or ordinary shares refers to our ordinary shares, par value US$0.00004 per share;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | U.S. GAAP refers to generally accepted accounting principles in the United States; and
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | US$, dollars or U.S. dollars refers to the legal currency of the United States.
| | - |  | -------------------------------------------------------------------------------------

Our financial statements are expressed in Renminbi, which is our presentation currency. Certain of our financial data in this annual report
are translated into U.S. dollars solely for your convenience. Unless otherwise noted, all translations from Renminbi to U.S. dollars in this annual report were made at a rate of RMB6.4778 to US$1.00, the exchange rate set forth in the H.10
statistical release of the Federal Reserve Board on December 31, 2015. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular
rate, at the rate stated above, or at all. For more information, see Exchange Rate Information on page 4 of this annual report.



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FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements that involve risks and uncertainties. All statements other than statements of
historical facts are forward-looking statements. These forward-looking statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify these forward-looking statements by words or phrases such as may, will, expect, is
expected to, anticipate, aim, estimate, intend, plan, believe, is/are likely to or other similar expressions. We have based these forward-looking statements
largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include,
but are not limited to, statements about:



| |  |  | our goals and strategies;
| | - |  | -------------------------



| |  |  | our future development, financial positions and results of operations;
| | - |  | ----------------------------------------------------------------------



| |  |  | the expected growth of automotive industry and internet marketing industry in China and globally;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | market acceptance of our services;
| | - |  | ----------------------------------



| |  |  | our expectations regarding demand for our services;
| | - |  | ---------------------------------------------------



| |  |  | competition in the automotive industry and internet marketing industry;
| | - |  | -----------------------------------------------------------------------



| |  |  | PRC governmental policies and regulations relating to the automotive industry and internet marketing industry; and
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | general economic and business conditions, particularly in China.
| | - |  | ----------------------------------------------------------------

You should read thoroughly
this annual report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. Other sections of this annual report, including the Risk
Factors and Operating and Financial Review and Prospects, discuss factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time and it is
not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not
rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. We undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

PART I



|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
|------- | -----------------------------------------------------

Not applicable.



|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------

Not applicable.



|ITEM 3. | KEY INFORMATION
|------- | ---------------



|A. | Selected Financial Data
|-- | -----------------------

Our selected consolidated statements of comprehensive income
data presented below for the years ended December 31, 2011, 2012, 2013, 2014 and 2015 and our selected consolidated statements of financial position data as of December 31, 2011, 2012, 2013, 2014 and 2015 have been derived from our audited
consolidated financial statements. The selected consolidated statements of comprehensive income data and the selected consolidated statements of financial position data should be read in conjunction with, and are qualified in their entirety by
reference to, our audited consolidated financial statements and related notes and Item 5. Operating and Financial Review and Prospects included elsewhere in this annual report. Our audited consolidated financial statements are prepared
in accordance with IFRS. Beginning from the first quarter of 2016, we changed our accounting standards from IFRS to U.S. GAAP. Our consolidated financial statements as of December 31, 2014 and 2015 and for the years ended December 31, 2013, 2014 and
2015 are included elsewhere in this annual report. Our historical results do not necessarily indicate results expected for any future periods.



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|                                                                                                    |      |                                                 |            |      |     |  |            |     |  |      |            |   |      |     |            |   |     |  |            |   |  |  |          |  
|--------------------------------------------------------------------------------------------------- | ---- | ----------------------------------------------- | ---------- | ---- | --- |  | ---------- | --- |  | ---- | ---------- | - | ---- | --- | ---------- | - | --- |  | ---------- | - |  |  | -------- | -
|Consolidated Statements of Comprehensive Income Data                                                |      | For the Year Ended December 31,                 |           
|                                                                                                    | 2011 |                                                 |            | 2012 |     |  | 2013       |     |  | 2014 |            |   | 2015 |    
|                                                                                                    |      | RMB                                             |            |      | RMB |  |            | RMB |  |      | RMB        |   |      | RMB |            |   | US$ | 
|                                                                                                    |      | (In thousands, except share and per share data) |           
|Revenue                                                                                             |      |                                                 | 669,954    |      |     |  | 1,056,906  |     |  |      | 1,439,332  |   |      |     | 2,458,938  |   |     |  | 4,011,554  |   |  |  | 619,277  |  
|Cost of revenue(1)                                                                                  |      |                                                 | (213,770   | )    |     |  | (292,151   | )   |  |      | (335,198   | ) |      |     | (597,011   | ) |     |  | (1,229,623 | ) |  |  | (189,821 | )
|                                                                                                    |      |                                                 |            |      |     |  |            |     |  |      |            |   |      |     |            |   |     |  |            |   |  |  |          |  
|                                                                                                    |      |                                                 |            |      |     | 
|Gross profit                                                                                        |      |                                                 | 456,184    |      |     |  | 764,755    |     |  |      | 1,104,134  |   |      |     | 1,861,927  |   |     |  | 2,781,931  |   |  |  | 429,456  |  
|Selling and administrative
expenses(2)                                                              |      |                                                 | (347,734   | )    |     |  | (557,355   | )   |  |      | (748,869   | ) |      |     | (1,175,687 | ) |     |  | (2,992,476 | ) |  |  | (461,959 | )
|Product development expenses                                                                        |      |                                                 | (36,635    | )    |     |  | (53,795    | )   |  |      | (104,406   | ) |      |     | (148,078   | ) |     |  | (312,100   | ) |  |  | (48,180  | )
|Other gains/(losses), net                                                                           |      |                                                 | 22,468     |      |     |  | (700       | )   |  |      | 5,526      |   |      |     | (10,903    | ) |     |  | 43,089     |   |  |  | 6,652    |  
|                                                                                                    |      |                                                 |            |      |     |  |            |     |  |      |            |   |      |     |            |   |     |  |            |   |  |  |          |  
|                                                                                                    |      |                                                 |            |      |     | 
|Operating profit                                                                                    |      |                                                 | 94,283     |      |     |  | 152,905    |     |  |      | 256,385    |   |      |     | 527,259    |   |     |  | (479,556   | ) |  |  | (74,031  | )
|Interest income                                                                                     |      |                                                 | 3,963      |      |     |  | 5,535      |     |  |      | 8,111      |   |      |     | 13,607     |   |     |  | 24,980     |   |  |  | 3,856    |  
|Interest expense                                                                                    |      |                                                 | (1,238     | )    |     |  | (3,772     | )   |  |      | (2,751     | ) |      |     | (6,340     | ) |     |  | (8,140     | ) |  |  | (1,257   | )
|Changes in fair value of financial instruments                                                      |      |                                                 |           |      |     |  | (267       | )   |  |      |           |   |      |     |           |   |     |  | (31,618    | ) |  |  | (4,881   | )
|Share of (losses)/profits of investments accounted for using equity method                          |      |                                                 | (77        | )    |     |  | (316       | )   |  |      | 1,738      |   |      |     | (1,342     | ) |     |  | (16,216    | ) |  |  | (2,503   | )
|Gain from deemed disposal of equity investments                                                     |      |                                                 |           |      |     |  |           |     |  |      |           |   |      |     |           |   |     |  | 141,195    |   |  |  | 21,797   |  
|Gain from adjustment of contingent consideration                                                    |      |                                                 |           |      |     |  |           |     |  |      |           |   |      |     |           |   |     |  | 17,419     |   |  |  | 2,689    |  
|Gain from step acquisition arising from revaluation of previously held equity interest              |      |                                                 |           |      |     |  |           |     |  |      |           |   |      |     | 53,581     |   |     |  |           |   |  |  |         |  
|                                                                                                    |      |                                                 |            |      |     |  |            |     |  |      |            |   |      |     |            |   |     |  |            |   |  |  |          |  
|Profit/(loss) before
tax(3)                                                                         |      |                                                 | 96,931     |      |     |  | 154,085    |     |  |      | 263,483    |   |      |     | 586,765    |   |     |  | (351,936   | ) |  |  | (54,330  | )
|Income tax expense                                                                                  |      |                                                 | (9,758     | )    |     |  | (18,923    | )   |  |      | (22,255    | ) |      |     | (97,643    | ) |     |  | (64,517    | ) |  |  | (9,960   | )
|                                                                                                    |      |                                                 |            |      |     |  |            |     |  |      |            |   |      |     |            |   |     |  |            |   |  |  |          |  
|                                                                                                    |      |                                                 |            |      |     | 
|Profit /(loss) for the year                                                                         |      |                                                 | 87,173     |      |     |  | 135,162    |     |  |      | 241,228    |   |      |     | 489,122    |   |     |  | (416,453   | ) |  |  | (64,290  | )
|                                                                                                    |      |                                                 |            |      |     |  |            |     |  |      |            |   |      |     |            |   |     |  |            |   |  |  |          |  
|                                                                                                    |      |                                                 |            |      |     | 
|Total comprehensive income/(loss) for the year, net of tax(4)                                       |      |                                                 | 58,696     |      |     |  | 134,575    |     |  |      | 235,128    |   |      |     | 498,262    |   |     |  | (37,574    | ) |  |  | (5,800   | )
|                                                                                                    |      |                                                 |            |      |     |  |            |     |  |      |            |   |      |     |            |   |     |  |            |   |  |  |          |  
|                                                                                                    |      |                                                 |            |      |     | 
|Profit/(loss) for the year attributable to ordinary shareholders of the parent
company              |      |                                                 | 87,173     |      |     |  | 135,162    |     |  |      | 241,228    |   |      |     | 485,190    |   |     |  | (424,351   | ) |  |  | (65,509  | )
|                                                                                                    |      |                                                 |            |      |     | 
|Total comprehensive income/(loss) attributable to ordinary shareholders of the parent
company       |      |                                                 | 58,696     |      |     |  | 134,575    |     |  |      | 235,128    |   |      |     | 494,330    |   |     |  | (45,473    | ) |  |  | (7,020   | )
|Profit /(loss) per share attributable to ordinary shareholders of the parent company                |      |                                                 |            |      |     |  |            |     |  |      |            |   |      |     |            |   |     |  |            |   |  |  |          |  
|Basic                                                                                               |      |                                                 | 2.11       |      |     |  | 3.40       |     |  |      | 6.07       |   |      |     | 11.62      |   |     |  | (7.30      | ) |  |  | (1.13    | )
|Diluted                                                                                             |      |                                                 | 2.06       |      |     |  | 3.33       |     |  |      | 5.74       |   |      |     | 10.88      |   |     |  | (7.30      | ) |  |  | (1.13    | )
|Weighted average number of ordinary shares outstanding used in profit /(loss) per share
calculation |      |                                                 |            |      |     |  |            |     |  |      |            |   |      |     |            |   |     |  |            |   |  |  |          |  
|Basic                                                                                               |      |                                                 | 41,233,110 |      |     |  | 39,757,311 |     |  |      | 39,724,505 |   |      |     | 41,762,778 |   |     |  | 58,142,432 |   |  |  |          |  
|Diluted                                                                                             |      |                                                 | 42,408,833 |      |     |  | 40,571,361 |     |  |      | 41,997,123 |   |      |     | 44,576,182 |   |     |  | 58,142,432 |   |  |  |          |  



|(1) | Including amortization of intangible assets resulting from business acquisitions of RMB8.5 million and RMB19.5 million (US$3.0 million) in 2014 and 2015, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Including share-based payments of RMB18.7 million, RMB13.3 million, RMB19.4 million, RMB57.1 million and RMB120.0 million (US$18.5 million) in 2011, 2012, 2013, 2014 and 2015, respectively. Also including
non-capitalized follow-on public offering expenses of RMB2.6 million in 2013, amortization of intangible assets resulting from business acquisitions and write-down of assets of RMB6.7 million and RMB750.3 million (US$115.8 million) in 2014 and 2015,
respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Including fair value adjustment of contingent considerations of RMB2.7 million and RMB3.6 million (US$0.5 million) in 2014 and 2015, respectively, and share of amortization of equity investments intangible assets
not on their books of RMB0.4 million and RMB0.3 million (US$0.04 million) in 2014 and 2015, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Including profit /(loss) for the year, foreign currency exchange differences net of tax of nil and net gain on available-for-sale financial assets net of tax of nil.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

The following table sets forth our selected consolidated statements of financial position as of
December 31, 2011, 2012, 2013, 2014 and 2015.



|                                                   |      |                    |           |      |     |  |           |     |  |      |           |  |      |     |           |  |     |  |            |  |  |  |           | 
|-------------------------------------------------- | ---- | ------------------ | --------- | ---- | --- |  | --------- | --- |  | ---- | --------- |  | ---- | --- | --------- |  | --- |  | ---------- |  |  |  | --------- | 
|Consolidated Statements of Financial Position Data |      | As of December 31, |          
|                                                   | 2011 |                    |           | 2012 |     |  | 2013      |     |  | 2014 |           |  | 2015 |    
|                                                   |      | RMB                |           |      | RMB |  |           | RMB |  |      | RMB       |  |      | RMB |           |  | US$ | 
|                                                   |      | (In thousands)     |          
|Assets                                             |      |                    |           |      |     |  |           |     |  |      |           |  |      |     |           |  |     |  |            |  |  |  |           | 
|Current assets                                     |      |                    | 1,159,200 |      |     |  | 1,222,846 |     |  |      | 1,908,290 |  |      |     | 2,917,013 |  |     |  | 7,885,048  |  |  |  | 1,217,242 | 
|Non-current assets                                 |      |                    | 142,120   |      |     |  | 200,935   |     |  |      | 213,811   |  |      |     | 758,294   |  |     |  | 5,204,405  |  |  |  | 803,422   | 
|                                                   |      |                    |           |      |     |  |           |     |  |      |           |  |      |     |           |  |     |  |            |  |  |  |           | 
|                                                   |      |                    |           |      |     | 
|Total assets                                       |      |                    | 1,301,320 |      |     |  | 1,423,781 |     |  |      | 2,122,101 |  |      |     | 3,675,307 |  |     |  | 13,089,453 |  |  |  | 2,020,664 | 
|                                                   |      |                    |           |      |     |  |           |     |  |      |           |  |      |     |           |  |     |  |            |  |  |  |           | 
|                                                   |      |                    |           |      |     | 
|Liabilities                                        |      |                    |           |      |     |  |           |     |  |      |           |  |      |     |           |  |     |  |            |  |  |  |           | 
|Current liabilities                                |      |                    | 405,760   |      |     |  | 428,685   |     |  |      | 641,219   |  |      |     | 1,427,533 |  |     |  | 2,660,501  |  |  |  | 410,711   | 
|Non-current liabilities                            |      |                    | 9,698     |      |     |  | 7,292     |     |  |      | 5,033     |  |      |     | 86,859    |  |     |  | 1,813,709  |  |  |  | 279,989   | 
|                                                   |      |                    |           |      |     |  |           |     |  |      |           |  |      |     |           |  |     |  |            |  |  |  |           | 
|                                                   |      |                    |           |      |     | 
|Total liabilities                                  |      |                    | 415,458   |      |     |  | 435,977   |     |  |      | 646,252   |  |      |     | 1,514,392 |  |     |  | 4,474,210  |  |  |  | 690,700   | 
|                                                   |      |                    |           |      |     |  |           |     |  |      |           |  |      |     |           |  |     |  |            |  |  |  |           | 
|                                                   |      |                    |           |      |     | 
|Total equity                                       |      |                    | 885,862   |      |     |  | 987,804   |     |  |      | 1,475,849 |  |      |     | 2,160,915 |  |     |  | 8,615,243  |  |  |  | 1,329,964 | 
|                                                   |      |                    |           |      |     |  |           |     |  |      |           |  |      |     |           |  |     |  |            |  |  |  |           | 
|                                                   |      |                    |           |      |     | 
|Total liabilities and equity                       |      |                    | 1,301,320 |      |     |  | 1,423,781 |     |  |      | 2,122,101 |  |      |     | 3,675,307 |  |     |  | 13,089,453 |  |  |  | 2,020,664 | 
|                                                   |      |                    |           |      |     |  |           |     |  |      |           |  |      |     |           |  |     |  |            |  |  |  |           | 

Exchange Rate Information

We conduct our operations in China. Our sales, costs and expenses are denominated in Renminbi. We make no representation that any Renminbi or
U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, at the rates stated below, or at all. The PRC government imposes control over its foreign currency reserves in
part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade. On April 15,2016, the noon buying rate was RMB6.4730 to US$1.00.

The following table sets forth information concerning exchange rates between the Renminbi and the U.S. dollar for the periods indicated. These
rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this annual report or will use in the preparation of our periodic reports or any other information to be provided to you. For January 1,
2009 and all later dates and periods, the exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S.
dollars to Renminbi in this annual report were made at a rate of RMB6.4778 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2015.



|                               |  |                   |        |  |            |  |        |     |  |  |        |  |  |  |        | 
|------------------------------ |  | ----------------- | ------ |  | ---------- |  | ------ | --- |  |  | ------ |  |  |  | ------ | 
|                               |  | Exchange Rate     |       
|Period                         |  | Period End        |        |  | Average(l) |  |        | Low |  |  | High   | 
|                               |  | (RMB per US$1.00) |       
|2011                           |  |                   | 6.2939 |  |            |  | 6.4475 |     |  |  | 6.6364 |  |  |  | 6.2939 | 
|2012                           |  |                   | 6.2301 |  |            |  | 6.2990 |     |  |  | 6.3879 |  |  |  | 6.2221 | 
|2013                           |  |                   | 6.0537 |  |            |  | 6.1412 |     |  |  | 6.2438 |  |  |  | 6.0537 | 
|2014                           |  |                   | 6.2046 |  |            |  | 6.1704 |     |  |  | 6.2591 |  |  |  | 6.0402 | 
|2015                           |  |                   |        |  |            |  |        |     |  |  |        |  |  |  |        | 
|October                        |  |                   | 6.3180 |  |            |  | 6.3505 |     |  |  | 6.3591 |  |  |  | 6.3180 | 
|November                       |  |                   | 6.3883 |  |            |  | 6.3640 |     |  |  | 6.3945 |  |  |  | 6.3180 | 
|December                       |  |                   | 6.4778 |  |            |  | 6.4491 |     |  |  | 6.4896 |  |  |  | 6.3883 | 
|2016                           |  |                   |        |  |            |  |        |     |  |  |        |  |  |  |        | 
|January                        |  |                   | 6.5752 |  |            |  | 6.5726 |     |  |  | 6.5932 |  |  |  | 6.5219 | 
|February                       |  |                   | 6.5525 |  |            |  | 6.5501 |     |  |  | 6.5795 |  |  |  | 6.5154 | 
|March                          |  |                   | 6.4480 |  |            |  | 6.5027 |     |  |  | 6.5500 |  |  |  | 6.4480 | 
|April (through April 15, 2016) |  |                   | 6.4730 |  |            |  | 6.4713 |     |  |  | 6.4810 |  |  |  | 6.4580 | 



|(1) | Annual averages are calculated using the average of month-end rates of the relevant year. Monthly averages are calculated using the average of the daily rates during the relevant period.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|B. | Capitalization and Indebtedness
|-- | -------------------------------

Not applicable.



|C. | Reasons for the Offer and Use of Proceeds
|-- | -----------------------------------------

Not applicable.



|D. | Risk Factors
|-- | ------------

Risks Related to Our Business and Industry

Our future growth depends on the increased acceptance of the internet as an effective marketing platform by the automotive industry and the increased
internet penetration among the general population in China.

We generate a significant portion of our revenues from providing
internet marketing services to automakers and automobile dealers. However, internet marketing has not yet been widely accepted as an effective marketing platform by Chinas automotive industry. Many of our current or potential customers have
not traditionally devoted a significant portion of their advertising or marketing budgets to web-based media. They may have limited experience with the internet as an advertising and marketing medium and therefore may not find the internet to be
effective for promoting their automobiles and related services. Some automakers and dealers may still prefer television, outdoor billboards, traditional print and broadcast and may not be willing to spend a significant portion of their marketing
budgets on online advertising. In addition, development of web software that blocks internet advertisements before they appear on a users screen may hinder the growth of internet marketing. Our customers may choose not to use internet
marketing services if their advertisements cannot reach the intended population due to the block function of this kind of software. Any negative perceptions as to the effectiveness of internet marketing services may limit the growth of our business
and adversely affect our results of operations. If the internet does not become more widely accepted as a media platform for advertising and marketing, our business, financial position and results of operations could be materially and negatively
affected.

Internet usage in China is limited among the general population. China has a relatively low penetration rate compared to most
developed countries. The relatively high cost of internet access may limit the increase in internet penetration rate in China. The relatively underdeveloped telecommunications infrastructure and capacity constraints may further impede the
development of the internet to the extent that users experience delays, transmission errors and other difficulties. In addition, China has only recently developed the internet as a commercial medium and as a result, our internet marketing business
is subject to many uncertainties, which could materially and adversely affect our business prospects, financial condition and results of operations.

Our dealer service delivery model is relatively new in China, and if we cannot attract enough dealers to subscribe to such service, we may not be able
to sustain our revenue growth and operating profit.

The manner in which we deliver our subscription services is relatively new in
China. Our EP platform, designed mostly for automobile dealers, is based on a service distribution model through which we deliver a package of software applications over the internet to the dealer subscribers of our EP platform services. Such
internet-based products from our EP platform enable our dealer customers to create their own websites, publish automobile pricing and other promotional information and communicate with interested buyers. Used automobile dealers may list their
automobiles in our database and have the option to publish their listings on our taoche.comwebsite. Furthermore, our platform enables our new automobile dealer customers to publish their automobile pricing and promotional information
simultaneously on our websites and our partners websites. We may pay a fixed fee to our partners for space on their websites in order to extend the customer reach of our automotive database and content and to attract dealers to subscribe to
our EP platform. If our service delivery model cannot gain sufficient market acceptance, we may not be able to sustain our revenue growth and operating profit.

Failure to enhance our brand recognition could have a material adverse effect on our results of operations and growth prospects.

We believe the importance of brand recognition will increase as the number of internet users in China grows. If we fail to effectively enhance
our brand recognition, we may not be able to attract new advertising business to our own websites. Furthermore, for our websites to be successful, we need to attract visitors to our websites on a regular basis by providing automobile and other
relevant information. We may need to offer news, reports, reviews and specifications on substantially all automobile models available in China even though the manufacturers of some automobiles do not use any of our internet marketing services. If
such free offerings fail to attract enough visitors to our websites or automakers and dealers to use our services, we may not be able to generate sufficient revenues to pay for these offerings, which could materially and adversely affect our
financial position and results of operations.



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We also need to continue to enhance our brand awareness among automobile dealers and automakers
in order to build on our position as a leading automobile internet marketing service provider. While we have a large network of dealer customers and can reach a broad consumer base by partnering with other websites, pricing and promotional
information by our dealer customers are placed on our partners in addition to our own websites. Our partners that distribute dealers such information may not always quote our names on their websites, and as a result, we may not achieve the
expected visibility among internet users. This could increase our reliance on our partners.

We have taken steps to enhance our brand
recognition and gradually establish our identity independent of our partners by expending significant time and resources, including participating in auto shows and other branding events. We use priority listing and traffic referral services provided
by major internet search engines in China to increase our customers and users awareness of our products and services. In addition, we work with Qihoo 360, a leading internet platform company in China, to market and promote our services and we
subscribe for marketing services by mobile application stores, such as Yingyongbao of Tencent, to promote our mobile applications.

While
we plan to continue to enhance our brand recognition, we may not always be able to achieve our expected results or do so in a short period of time. If this happens, our business prospects, financial condition and results of operations may be
materially adversely affected.

A limited number of automakers have contributed to a significant portion of our revenues, and if we are unable to
maintain these key relationships or establish new relationships with additional automakers, our results of operations would be materially and adversely affected.

In the past, a limited number of automakers have contributed a significant portion of our revenues, primarily in the form of service fees for
our digital marketing solutions and advertising fees for advertisement placements on our bitauto.comand taoche.comwebsites. Revenue concentration is primarily a factor for our digital marketing solutions business due to the
relatively small number of automaker customers for this business and the large amounts of their contracts with us. In 2013, 2014 and 2015, revenues from the top three customers in each period accounted for approximately 12.2%, 8.6%and
12.0% respectively, of our total revenues. Our largest customer contributed approximately 5% of our total revenues in 2015. In addition, we generate revenue indirectly from these top customers in the form of performance-based rebates. When we place
advertisements on behalf of our automaker customers, we typically receive performance-based rebates from third-party media vendors calculated as a percentage of the purchase price for qualifying advertising space purchased and utilized by our
automaker customers. See Risks Related to Our Business and IndustryWe may not be able to continue to collect performance-based rebates for the advertisements we place on third-party websites, which is an important source of
revenues for us.

There is no assurance that our relationships with any of our existing automaker customers will continue in the
future, or we could receive any minimum level of revenues from them. If we lose one or more of our important automaker customers, or if they materially reduce their purchase of our services, our results of operations would be materially and
adversely affected.

We may not be able to continue to collect performance-based rebates for the advertisements we place on third-party websites,
which is an important source of revenues for us.

An important part of our digital marketing solutions business is to place
advertisements on third-party websites on behalf of our automaker customers. Such media vendor websites often offer incentives in the form of performance-based rebates equal to a percentage of qualifying payments for advertising space purchased and
utilized by our customers. Performance-based rebates are an important source of our revenues. In 2013, 2014 and 2015, income from performance-based rebates accounted for 5.5%, 7.5% and 6.8%, respectively, of our total revenues. Nonetheless, our
ability to collect rebates from a media vendor website is contingent upon the total value of advertisements we place on such websites during a set time period and whether such value reaches the pre-determined thresholds. If we fail to reach the set
threshold, we may not be able to continue to collect performance-based rebates at our expected levels, if at all. Under some media contracts for some customers, if we fail to reach the set minimum, we would lose not only part or all of the rebates,
but also our performance security deposit. Some websites, in particular those with a large visitor base, may set the thresholds high or raise them from time to time and we may not be able to negotiate the rebate percentages or the threshold levels.
Furthermore, media vendor websites may reduce the percentage of rebates or may not offer them at all. Our income from performance-based rebates may decrease or disappear, which could affect our financial condition and results of operations.



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Our growth prospects may be materially and adversely affected if we are unable to successfully execute our
mobile strategy.

There is an increasing trend of accessing the internet through devices other than a personal computer, such as
smart phones, tablets and other mobile devices. We have developed a few mobile applications and plan to devote more resources to develop more applications for various mobile devices. Our mobile applications had over 97 million downloads and
activations as of December 31, 2015 and we believe an increasing number of sales leads were generated from our mobile applications. However, we have limited experience in developing and optimizing versions of applications for users on mobile
devices and platforms. Currently, only a small portion of our automakers and dealers pay to use our mobile applications. As we begin to devote significant resources to developing mobile applications, we will face significant competition from
established companies that may have far greater experience than we do. We expect existing competitors to allocate more resources to develop and market competing applications and new mobile-applications competitors to enter the market. Our limited
experience makes it difficult to predict whether we will succeed in developing mobile applications that appeal to automakers and dealers. Our experience in developing browser-based applications may not be relevant to developing mobile applications,
and we have limited experience working with wireless carriers, mobile platform providers and other partners. These and other uncertainties make it difficult to predict whether we will succeed in developing commercially viable mobile applications.

Furthermore, the generally lower processing speed, power, functionality and memory associated with mobile devices make using applications
through such devices more difficult; and the versions of our applications developed for these devices may not be appealing to users. In addition, each device manufacturer or platform provider may impose unique or restrictive terms and conditions for
developers relying on such devices or platforms, and our applications may not work well or be used on these devices as a result. As new devices, new mobile platforms and updates to platforms are continually being released, we may encounter problems
in developing our applications for use on these devices and platforms and we may need to devote significant resources to creating, supporting and maintaining our applications on such devices and platforms. If we are unable to successfully expand
into mobile platforms and devices, or if the versions of our applications that we create for such platforms and devices are not appealing to our users, our business and growth prospects, financial condition and results of operation may be materially
and adversely affected.

We cannot assure that our new business initiatives will continue to grow as we have expected or that we will be able to
successfully identify and timely and cost-effectively develop and introduce new products and services at all.

We started
providing automobile customers with transaction services in 2014, including our automobile transactions and customer relationship management, or CRM. Through Yixin Capital, we have also launched our online automotive financial platform services,
which are intended to optimize automobile purchase experience and facilitate completion of transactions. Expansion into these and other new services involves new risks and challenges. For example, our lack of familiarity with the new sector of
market may make it difficult for us to anticipate the demands and preferences in the market and provide products and services that meet the requirements and preference of our users. Furthermore, to develop our new products and services, we need to
allocate more resources, which have increased, and may continue to increase, our cost of revenue and operating expenses. Therefore, our financial results may be adversely affected in the short term if our new business initiatives are unable to
continue to grow as we have expected. With respect to our online automotive financial platform services, we may provide financial backing where needed either in the form of direct loan from us to Yixin Capital or by our guarantee of bank loans by
Yixin Capital. In the event of default by Yixin Capital on either type of loans, we may incur financial loss. In addition, we may not be able to successfully identify and timely and cost-effectively develop and introduce new product and
services to our users and customers at all.

Our efforts to grow our used automobile-related business may not succeed.

We provide used automobile-related services to extend the reach of our platform. In the past few years, automobile purchases by general
consumers have experienced rapid growth in China. Automobiles are becoming more affordable to a broader group of consumers at different income levels. Many people in China have purchased or plan to purchase cars for the first time. We believe a
market for used automobiles will gradually develop as the number of consumer-owned automobiles increases. However, the development of a used automobile market in China is subject to a high level of uncertainty and we cannot predict how the market
will develop, if at all, in the future. Even if a used automobile market does develop, we cannot predict whether there will be a similar market on the internet and whether we will be poised to capture any of the growth. Our investment in the used
automobile business may not prove profitable if the online market for used automobile information fails to develop or develops at a slower rate than expected, which could materially and adversely affect our financial condition and results of
operations.



7



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We are facing increased competition, and if we cannot compete effectively, our financial condition and
results of operations may be harmed.

Our advertising business and EP platform business faces competition from many market
participants. With respect to our new automobile advertising services operated through bitauto.com, we face competition from Chinas automotive vertical websites, such as autohome.com.cnand pcauto.com.cn,automotive channels of major internet portals, internet video websites, social media and networking websites, and emerging new media on mobile end, such as social media mobile applications and ride-sharing applications, as well as
traditional forms of media. Although we believe the rapid increase in Chinas online population will draw more attention away from traditional forms of media, such as television, newspapers, magazines and radio, we still compete with them for
clients and advertising revenues. Competition with portals and automotive vertical websites is primarily centered on website traffic and brand recognition among general internet users, spending by automakers and automobile dealers, and customer
retention and acquisition. In addition, because the entry barrier for the internet advertising business is relatively low, new competitors, such as social media and networking websites, internet video websites and new media on mobile end may be able
to launch competitive services at relatively low costs and may acquire market share in a relatively short period of time. This is especially true for portal websites. Some competitors of our automobile advertising services have greater financial and
other resources than we do and may in the future achieve greater market acceptance and gain a greater market share. With respect to our used automobile advertising services operated through taoche.com, we face competition from other used
automobile websites, internet portals and media that provide used automobile advertising services and used automobile inventory and offline services providers. With respect to our EP platform business, we face competition from autohome.com.cnand pcauto.com.cnin terms of automobile inventory, timeliness and accuracy of automobile pricing and promotional information and website traffic. We believe our large dealer customer base and innovative EP platform have put us at an
advantageous position over our competitors, but we cannot assure you whether we would be able to maintain such competitive advantages in the future.

For our digital marketing solutions business, we compete with other internet marketing service providers in China. We face competition from
the digital marketing business of well-established international advertising agencies as well as local agencies that specialize in providing online marketing services. Most of these competitors do not focus only on the automotive industry, but also
provide online marketing services to clients in other industries and may have greater resources and established reputation. As a result, these companies may be able to respond more quickly to changes in customer demands or to devote greater
resources to the development, promotion and sale of their products and services than we can. In the automotive industry, we not only compete for customers, but also compete in terms of advertisement design, relationships with third-party media
vendors, the quality, breadth, prices and effectiveness of services. Competition could affect our market share, pricing, and cost structure. We cannot assure you that we will continue to compete effectively with our existing competitors, maintain
our current fee arrangements, or compete effectively with new competitors in the future.

We may not be able to maintain good cooperative
relationships with our partners on reasonable terms, which could materially harm our business and results of operations.

To
broaden the consumer reach of our automotive database and content, we place listings by our dealer customers not only on our automotive vertical websites, bitauto.comand taoche.com, but also on our partner websites.Depending on the arrangement, we may pay a fixed fee to some partners for their advertising resources. Our partners may change the terms of cooperation, including raising prices, which would increase our operating expenses and eventually
force us to end our relationships with them if the terms become commercially unreasonable. In addition, some of our partners may choose to partner with our competitors or decide to develop an automobile listing and dealer information database by
themselves. If we are unable to partner with all or most of major portals on reasonable terms, we may experience a reduction in the number of dealers using our services, which could materially and adversely affect our results of operations. Although
we do not rely on any one partner website for our dealer service business, material adverse changes to our relationships, and our contract terms, with many of them may have a material adverse impact on our dealer service business model.

We rely on Chinas automotive industry for substantially all our revenues and future growth, but the automotive industry is still at an early stage
of development and subject to many uncertainties.

We rely on Chinas automotive industry for substantially all our revenues,
which we generate from providing internet marketing services to automakers and automobile dealers. We have greatly benefited from the rapid growth of Chinas automotive industry during the past few years. However, Chinas automotive
industry is still at an early stage of development and remains subject to many uncertainties. We cannot predict how this industry will develop in the future. Further, the growth of Chinas automotive industry could be affected by many factors,
including:



| |  |  | general economic conditions in China and around the world;
| | - |  | ----------------------------------------------------------



| |  |  | the growth of disposable household income and the availability and cost of credit available to finance automobile purchases;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



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| |  |  | taxes and other incentives or disincentives related to automobile purchases and ownership;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | environmental concerns and measures taken to address these concerns;
| | - |  | --------------------------------------------------------------------



| |  |  | the cost of energy, including gasoline prices, and the cost of automobile licensing and registration fees;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | the improvement of the highway system and availability of parking facilities; and
| | - |  | ---------------------------------------------------------------------------------



| |  |  | other government policies relating to the automotive industry in China, including the phasing out of government subsidies to promote automobile sales and policies limiting automobile purchases in some cities.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any adverse change to these factors could reduce demand for automobiles, which, in return, would likely reduce demand for
our products and services from automakers and dealers. Demand for our products and services is particularly sensitive to changes in general economic conditions. Automakers and dealers typically cut their marketing expenditures during periods of
economic downturn. In addition, purchases of new automobiles are often discretionary for consumers and have been, and may continue to be, affected by negative trends in the economy. Historically, unit sale of automobiles, particularly new
automobiles, has been cyclical, fluctuating with general economic cycles. If Chinas automotive industry fails to expand or Chinas economy stagnates or contracts, our business, financial condition and results of operations would be
materially and adversely affected.

Government policies on automobile purchases and ownership may materially affect our results of operations.

Government policies on automobile purchases and ownership may have a material effect on our business due to their influence on
consumer behaviors. Since 2009, the PRC government has repeatedly changed the purchase tax on passenger automobiles with 1.6 liter or smaller engines. In addition, in August 2014, several PRC governmental authorities jointly announced that from
September 2014 to December 2017, purchases of new energy automobiles that are within certain designated catalogues will be exempted from the purchase tax. In April 2015, several PRC governmental authorities also jointly announced that from 2016 to
2020, purchasers of new energy automobiles that are within certain designated catalogues will enjoy subsidies. We cannot predict whether government subsidies will remain in the future or whether similar incentives will be introduced, and if they
are, their impact on automobile sales in China. It is possible that automobile sales may decline significantly upon expiration of the existing government subsidies if consumers have become used to such incentives and delay purchase decisions in the
absence of new incentives. If automobile sales indeed decline, our revenues may fluctuate and our results of operations may be materially and adversely affected.

Some local governmental authorities also issued regulations and relevant implementation rules in order to control traffic and reduce the
number of automobiles. For example, local Beijing governmental authorities adopted regulations and relevant implementing rules in December 2010 to limit the total number of license plates issued to new automobile purchases in Beijing each year. The
implementing rules were amended in December 2011 and November 2013. Local Guangzhou governmental authorities also announced similar regulations, which came into effect in July 2013. There are similar policies that restrict the issuance of new
passenger car license plates in Shanghai, Tianjin, Hangzhou, Guiyang and Shenzhen. In September 2013, the State Council released a plan for the prevention and remediation of air pollution, which requires large cities, such as Beijing, Shanghai and
Guangzhou, to further restrict the number of motor vehicles. In October 2013, the Beijing government issued an additional regulation to limit the total number of vehicles in Beijing to no more than six million by the end of 2017. Such regulatory
developments, as well as other uncertainties, may adversely affect the growth prospects of Chinas automotive industry, which in turn may have a material adverse impact on our business due to our reliance on the performance of automakers and
automobile dealers.

Our substantial indebtedness could adversely affect our business, financial condition and results of operations.

We entered into revolving facility credit agreements with several commercial banks in China in 2015. As of December 31, 2015, RMB361.1
million (US$55.7 million) was outstanding under those agreements. Our indebtedness could have significant consequences on our operations, including:



| |  |  | reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes as a result of our debt service obligations;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limiting our ability to obtain additional financing;
| | - |  | ----------------------------------------------------



| |  |  | limiting our flexibility in planning for, or reacting to, market changes;
| | - |  | -------------------------------------------------------------------------



| |  |  | increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | potentially increasing the cost of any additional financing.
| | - |  | ------------------------------------------------------------



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Any of these factors and other consequences that may result from our substantial indebtedness
could have an adverse effect on our business, financial condition and results of operations as well as our ability to meet our payment obligations under our debt. Our ability to meet our payment obligations under our outstanding debt depends on our
ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. Furthermore, if we
are unable to comply with the restrictions contained in our credit agreements, an event of default could occur under the terms of such agreements, which could cause repayment of such debt to be accelerated and affect our liquidity.

We may not be able to refinance our indebtedness on favorable terms, if at all. Our inability to refinance our indebtedness could materially and
adversely affect our liquidity and our ongoing results of operation.

We may choose to refinance certain of our bank borrowings
with new bank loans as they become due. Our ability to refinance our indebtedness will depend in part on our operating and financial performance, which, in turn, is subject to prevailing economic conditions and financial, business, legislative,
regulatory and other factors beyond our control. In addition, the increase in prevailing interest rates or other factors at the time of refinancing could result in an increase in our interest expense or other refinancing costs. Refinancing our
indebtedness could also require us to comply with more onerous covenants and further restrict our business operations. If we are not able to refinance our indebtedness on favorable terms, or at all, when they become due, we will be required to repay
our indebtedness as they become due. If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to seek alternatives, such as to reduce or delay investments, to sell assets, or seek additional
capital, all of which could materially and adversely affect our business, prospects, results of operations, financial condition, cash flows and make us vulnerable to adverse industry and general economic conditions.

Any financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may materially and
adversely affect our business, financial condition and results of operations.

Any actual or perceived threat of a financial
crisis in China, in particular a credit and banking crisis, could have an indirect, but material and adverse impact on our business and results of operations. It is unclear whether the Chinese economy will continue to experience the high growth rate
in the past. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies that have been adopted by the central banks and financial authorities of some of the worlds leading economies, including
the United States. The global financial markets are facing new challenges, including the escalation of the European sovereign debt crisis since 2011, the hostilities in the Ukraine and the Middle East, the end of quantitative easing by the U.S.
Federal Reserve and the economic slowdown in the Eurozone in 2014. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall
economic growth rate in China. It is impossible to predict how the Chinese economy would develop in the future.

There have been recently
signs that the rate of Chinas economic growth is declining. Any prolonged slowdown in Chinas economic development might lead to tighter credit markets, increased market volatility, sudden drops in business and consumer confidence and
dramatic changes in business and consumer behaviors. In response to their perceived uncertainty in economic conditions, consumers might delay, reduce or cancel purchases of automobiles, which to some extent are considered as luxury items by many
people in China, and our customers may also defer, reduce or cancel purchasing our services. To the extent any fluctuations in the Chinese economy significantly affect automakers and dealers demand for our services or change their
spending habits, our results of operations may be materially and adversely affected.

In addition, an economic downturn may reduce the
number of automakers and dealers in China and decrease the demand for our services. We depend on automakers and dealers for business. Continued economic growth in China expanded the network of automakers and dealers, which is the primary source of
our customers. Since the early 1990s, many non-automotive enterprises joined Chinas automotive industry and started offering new lines of automobiles. An increasing number of foreign brands gradually entered the PRC market primarily by forming
joint ventures with Chinese brands. Growing automobile production capacity and production volume have significantly increased the number of dealers. By contrast, negative economic trends could lead to consolidations among automakers and dealers, and
in effect shrink our customer base. Production lines might be contracted or shut down. A reduction in the number of automakers and dealers would reduce the number of opportunities we have to sell our products and services. To the extent that the
automakers and dealers have used our products or services, consolidations may result in purchase cancellation of those product or service offerings. Any decrease in demand for our products and services could materially and adversely affect our
ability to generate revenues, which in turn could adversely affect our financial condition and results of operations. Lastly, with respect to our online automotive financial platform services, a significant general economic downturn may increase our
credit risk exposure if the financial position of our customers are severely and adversely affected. Although most of our financial leases are secured by the automobiles, foreclosures may be costly and time consuming and if those automobiles lose
values dramatically, we may not be able to recover the full loan amount by foreclosures.



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We may be liable to pay third-party media vendors in connection with the advertisements we placed with them
on behalf of our automaker customers if we fail to collect some or all the payments from these automaker customers.

As part of
our digital marketing solutions business, we place advertisements on the websites of third-party media vendors on behalf of our automaker customers. We enter into advertising agreements with media vendors only after our customers have confirmed the
proposed advertisements in their agency agreements with us. The media vendors are obligated to place the advertisements based on our customers specific requirements. We receive net service fees for such advertising services and record a
receivable from our customers and a corresponding payable due to the media vendors based on the total amount of advertisements placed. However, we need to pay our media vendors for their advertising resources when payments are due regardless of
whether our automaker customers have made payments to us. Our contracts with media vendors generally also allow the media vendors to claim past-due payments of advertising fees directly from our automaker customers.

As of December 31, 2015, our trade receivables and our trade payables were RMB1.90 billion (US$293.3 million) and RMB987.4 million (US$152.4
million), respectively. Of these receivables and payables, RMB498.0 million (US$76.9 million) was related to the receivables from our automaker customers and the corresponding payables due to media vendors in connection with the advertisements we
placed with the media vendors on behalf of our automaker customers. Historically, we have not experienced any significant collection issues that required us to provide for bad debts in connection with our receivables from our automaker
customers.Under our contracts with media vendors, terms of our trade payables due to media vendors generally correspond to, or are longer than, the terms of our receivables due from our automaker customers. However, we cannot assure
you that our automaker customers will continue to make timely and full payments to us for the advertisements we placed on their behalves. If we fail to collect all or part of such payments from our automaker customers, we may continue to be held
liable to pay the media vendors the full amount of our payables when they become due. In addition, we may incur penalty for late payments. As a result, our business, financial condition and results of operations would be materially and adversely
affected.

Our customers may not renew their contracts for our services and we may not be able to sell additional or enhanced services to our
existing customers.

Our customers, including automakers and dealers, may not renew their contracts or subscriptions for our
services after the expiration of their terms. They may also renew for shorter contract terms or for lower cost editions of our services. Although the renewal rates for our automobile dealer subscription services were approximately 90% in 2015, our
renewal rates may decline or fluctuate as a result of a number of factors, including customer dissatisfaction with our services, customers ability to maintain their operations and spending levels, and deteriorating general economic conditions.
If our customers do not renew their contracts or subscriptions for our services or switch to lower cost editions at the time of renewal, our revenues could decline and our business may suffer. Our future success also depends in part on our ability
to sell additional services or enhanced editions of our services to our current customers. This may also require increasingly sophisticated and costly sales efforts. Similarly, the rate at which our customers purchase new or enhanced services
depends on a number of factors, including general economic conditions. If our efforts to sell new or enhanced services to our customers are not successful, our business, financial condition and results of operation may suffer.

Problems with Chinas internet infrastructure or with our third-party data center hosting facilities could impair the delivery of our services and
harm our business.

Our internet businesses heavily depend on the performance and reliability of Chinas internet
infrastructure, the continual accessibility of bandwidth and servers to our service providers networks, and the continuing performance, reliability and availability of our technology platform. Our EP platform and applications on our taoche.com
website use the internet to deliver services to our dealer customers, who access our software applications on the internet. Distribution of dealer listing information is also accomplished through the internet. Because we do not license our software
to our customers, our customers depend on the internet to access our services. In addition, we depend on the internet to effectively publish our customers advertisements on our websites, which must be properly running and accessible to all
visitors at all times. We rely on major Chinese telecommunication companies to provide us with bandwidth for our services, and we may not have any access to comparable alternative networks or services in the event of disruptions, failures or other
problems. Our content distribution networks, located in several regions throughout China, may also be shut down or otherwise experience interruptions in a particular region. Internet access may not be available in certain areas due to natural
disasters, such as earthquakes or local government decisions. If we experience technical problems in delivering our services over the internet either at national or regional level, we could experience reduced demand for our services, lower revenues
and increased costs.



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Our main servers are located in the internet data centers of third parties in Beijing. We do not
control the operation of these third-party data center hosting facilities, which are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures and similar events. They may also be subject to
break-ins, sabotage, intentional acts of vandalism and similar misconduct. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or
other unanticipated problems at these facilities could result in lengthy interruptions in our services. We regularly back up our data on servers in different locations or on tapes stored in our offices. Even with disaster recovery arrangements, our
services could still be interrupted. We have not experienced any system failures in 2015. Such interruptions would reduce our revenues, require us to provide the services again, make refunds or pay penalties, shrink our customer base and adversely
affect our ability to attract new customers. Our business could also be materially and adversely affected if our current and potential customers believe our services are unreliable.

Any breaches to our security measures, including unauthorized access, computer viruses and hacking, may adversely affect our database and
reduce use of our services and damage our reputation and brand names.

Breaches to our security measures, including computer
viruses and hacking, may result in significant damage to our hardware and software systems and database, disruptions to our business activities, inadvertent disclosure of confidential or sensitive information, interruptions in access to our
websites, and other material adverse effects on our operations.

In particular, security breaches to our database could have a material
and adverse effect on our business. Our EP platform and applications on our taoche.com website not only allow our customers to edit and publish listing information, but also store and transmit such listings and keep track of data on historical
marketing activities. This information is proprietary and confidential. Security breaches could expose us to risks of loss of this information and possible liability. We require user names and passwords to access this data and the accounts of our
customers. These security measures may be breached as a result of third-party action, employee error, malfeasance or otherwise, during transfer of data or at any time, and result in persons obtaining unauthorized access to our customers data.
Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our or our customers data. Our customers
may not have effective security measures and may share their user names and passwords with a group larger than necessary. If our security measures are breached and unauthorized access to ours or our customers data is obtained, our services may
be perceived as not being secure and customers may curtail or stop using our services altogether and we may incur significant legal and financial exposure and liabilities. We may incur significant costs to protect our systems and equipment against
the threat of, and to repair any damage caused by, computer viruses and hacking. Moreover, if a computer virus or hacking affects our systems and is highly publicized, our reputation and brand names could be materially
damaged and use of our services may decrease.

We may not be able to successfully expand our service network into other geographical markets in
China.

As of December 31, 2015, we had sales and service representatives network located in 186 cities across China and plan to
continuously expand our network to more cities. Geographical expansion is particularly important for us to acquire more dealer customers, whose operations are typically localized and spread out in every region. Our consumer-facing websites need
localized content that are relevant to our website visitors in a specific region. Nonetheless, expanding into new geographical markets imposes additional burdens on our sales, marketing and general managerial resources. As China is a large and
diverse market, business practices and demands may vary significantly by region and our experience in the markets in which we currently operate may not be applicable in other parts of China. As a result, we may not be able to leverage our experience
to expand into other parts of China. If we are unable to manage our expansion efforts effectively, if our expansion efforts take longer than planned or if our costs for these efforts exceed our expectations, our results of operations may be
materially and adversely affected.

Our competitive position and ability to generate revenues could be further harmed if we fail to develop and
introduce new products and services.

Continued increases in our advertising revenues from our new and used automobile websites
depend on our ability to attract consumers to our websites and monetize that traffic at profitable margins with advertisers. If our websites do not provide a compelling, differentiated user experience, we may lose visitors to competing sites.
Further, if traffic to our websites declines, we may lose some of our advertising customers who may reduce or eliminate their advertising purchases through us. Our competitors may introduce new alternative products that are more sophisticated and
cost-effective than ours. In addition, both our dealer services and digital marketing solutions businesses rely on continued product and service innovations to retain existing, and attract new, customers. Our dealer customers may not continue to
subscribe to our online listing services if we do not timely enhance their user experience and broaden our product and service offerings. Similarly, our digital marketing solutions business may gradually lose its competitive advantage if we are
slower in technological innovations or in announcing either new or enhanced products and services.



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To increase our brand recognition and stay competitive, we need to continue to develop new
products and services for visitors to our websites and our automaker and dealer customers. The planned timing or introduction of new products and services is subject to risks and uncertainties. There can be no assurance that any of our new products
and services will achieve widespread market acceptance and generate incremental revenues. Moreover, actual timing may differ materially from original plans. Unexpected technical, distribution or other problems could delay or prevent the introduction
of one or more of its new products or services. If our new products and services are not well received, we may not only lose money, but also harm our reputation, and our results of operations could be materially and adversely affected.

Our business is subject to seasonal fluctuations and unexpected interruptions, which make it difficult to accurately predict our future operating
results.

We have experienced, and expect to continue to experience, seasonal fluctuations in our revenues and results of
operations. Historically, our revenues tend to be lower in the first half and higher in the second half of each year. Advertising and promotional activities often increase in the second half of each year. New automobile models tend to be introduced
in the last quarter, which usually leads to increases in advertising spending by automakers. Furthermore, some of our customers whose fiscal year ends with the calendar year often choose to take advantage of the last opportunities to increase their
annual revenues before the year ends. In comparison, activity levels tend to decrease after the fourth quarters spending. Our customers and automobile consumers may not yet have a set plan for the new fiscal year. Further, the holiday period
following the Chinese New Year is usually in the first quarter, which may contribute to the lower activity levels in the first half of each year. Therefore, the seasonality of the automobile retail business and the resulting spending pattern of
automakers and dealers may result in greater emphasis on the importance of our fourth quarter results.

Nonetheless, if conditions arise
in the second half of a year that depress or affect automobile sales and marketing spending by our customers, such as depressed economic conditions or similar situations, our revenues for the year may be disproportionately and adversely affected. As
a result of these factors, our revenues may vary from quarter to quarter and our quarterly results may not be comparable to the corresponding periods of prior years. Our actual results may differ significantly from our targets or estimated quarterly
results. Therefore, you may not be able to predict our annual operating results based on a quarter-to-quarter comparison of our operating results. We expect quarterly fluctuations in our revenues and results of operations to continue. These
fluctuations could result in volatility and cause the price of our ADSs to fall. As our revenues grow, these seasonal fluctuations may become more pronounced.

Certain shareholders, directors and executive officers own a large percentage of our shares, allowing them to exercise significant influence over
matters subject to shareholder approval, which may reduce the price of our ADSs and deprive shareholders of an opportunity to receive a premium for the ADSs.

As of March 31, 2016, our directors and executive officers beneficially owned approximately 17.0% of our outstanding ordinary shares.
Accordingly, these directors and executive officers have substantial influence over the outcome of corporate actions requiring shareholders approval, including the election of directors, any merger, consolidation or sale of all or
substantially all of our assets or any other significant corporate transaction, and their interests may not align with the interests of our ADSs holders. These shareholders may also delay or prevent a change of control or otherwise discourage a
potential acquirer from attempting to obtain control of us, even if such a change of control would benefit you and our other shareholders. These shareholders may cause corporate actions to be taken even if they are opposed by you and our other
shareholders. This could deprive you and our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company. In addition, the significant concentration of share ownership may adversely affect the trading price
of our ADSs due to investors perception that conflicts of interest may exist or arise.

Our business may be harmed by the potential conflicts
of interest caused by our dual roles as both a supplier and a purchaser of advertisement resources.

As an internet content
provider, we supply advertisement space; as an advertising agent, we purchase advertisement space on behalf of our customers; as an automobile listing platform, we also purchase advertisement space and include it in our dealer subscription service
package. Conflict of interests may arise between our roles as a purchaser and as a supplier of advertisement resources. As a supplier, we have incentives to place more advertisements on our own websites. Such conflicts could harm our reputation as
an independent purchasing agent for our customers and our reputation as a supplier of advertisement resources. In order to minimize conflicts, there are no rebate arrangements to our digital marketing solutions business when we place advertisements
on our own websites. While we have and will continue to follow our customers instruction and maximize their interests, we do not know how the market will respond to our multi-functional roles in the future. Our customers have directed, and
will continue directing, us to place their advertisements on websites of their choice, including websites in direct competition with ours, or our customers may choose not to advertise on our websites at all. As a result, our business, financial
condition and results of operations could be materially and adversely affected.



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Product recalls in the automobile industry could harm our business and cause our revenues to decrease.

Automakers periodically recall defective products. These product recalls interrupt the normal business operation of automakers,
their joint ventures and their dealers in China. From time to time, our customers recall products, the scale of which varies from customer to customer. It is difficult to determine the impact product recalls might have on our business and revenues,
but we expect that our revenues may decrease if Chinese consumers stop or reduce purchasing automobiles made by the recalling automakers or automakers and their dealers suspend or decrease using our services. If any of our customers recall their
products in the future, our business, financial condition and results of operations could be adversely affected.

We may be subject to liability for
placing advertisements with content that is deemed inappropriate or misleading.

PRC laws and regulations prohibit advertising
companies from producing, distributing or publishing any advertisement with content that violates PRC laws and regulations, impairs the national dignity of the PRC, involves designs of the PRC national flag, national emblem or national anthem or the
music of the national anthem, is considered reactionary, obscene, superstitious or absurd, is fraudulent, or disparages similar products. Some of our customers choose to produce their advertisements by themselves and we simply place them on our
websites. While we do have a review procedure prior to publishing, we cannot guarantee that we can entirely eliminate advertisements with content that would be deemed inappropriate or misleading. If we are deemed to be in violation of PRC law or
regulations, we may be subject to penalties, including suspension of publishing, confiscation of the revenues related to these advertisements, levying of fines and suspension or termination of our advertising business, any of which may materially
and adversely affect our business.

Furthermore, we may be subject to claims by consumers misled by information on our websites or other
portals powered by our database. We may not to be able to recover our losses from advertisers by enforcing the indemnification provisions in the contracts. As a result, our business, financial condition and results of operations could be materially
and adversely affected.

We may not be able to ensure the accuracy of dealer pricing and listing information.

We rely on our dealer customers to timely and accurately update their automobile information, prices, sales and promotions. The popularity of
our automobile listings posted by dealers, in particular pricing information of automobiles, is premised on the accuracy, comprehensiveness and reliability of the data. If the information listed by our dealer customers is frequently misleading or
exaggerated, we may gradually lose our appeal for our visitors. Our reputation could be harmed and we could experience reduced traffic to our websites, which could adversely affect our business and financial performance.

Failure to protect our brand, trademarks, software copyrights, trade secrets and other intellectual property rights could have a negative impact on our
business.

We believe our brand, trademarks, software copyrights, trade secrets and other intellectual property rights are
critical to our success. Any unauthorized use of our brand, trademarks, software copyrights, trade secrets and other intellectual property rights could harm our competitive advantages and business. Our efforts in protecting our brand and
intellectual property rights may not always be effective. We regularly file applications to register our trademarks in China, but may not be able to register such marks, or register them within the category we seek. Similar trademarks could cause
confusion among consumers or divert business opportunities from us, which could materially and adversely affect our business and results of operations.

Historically, China has not protected intellectual property rights to the same extent as the United States, and infringement of intellectual
property rights continues to pose a serious risk in doing business in China. Monitoring and preventing unauthorized use is difficult. The measures we take to protect our intellectual property rights may not be adequate. Further, the application of
laws governing intellectual property rights in China is uncertain and evolving, and could involve substantial risks to us. As the right to use internet domain names is not rigorously regulated in China, other companies may have incorporated in their
domain names elements similar in writing or pronunciation to our trademarks and domain names. Our business could be materially and adversely affected if we could not adequately protect our brand, trademarks, copyrights, trade secrets and other
intellectual property.

Regulation and censorship of information disseminated over the internet in China may adversely affect our business, and we
may be liable for information displayed on, retrieved from or linked to our websites.



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China has enacted laws and regulations governing internet access and the distribution of
information through the internet. The PRC government prohibits information that, among other things, violates PRC laws and regulations, impairs the national dignity of China or the public interest, or is reactionary, obscene, superstitious,
fraudulent or defamatory, from being distributed through the internet. PRC laws also prohibit the use of the internet in ways which, among other things, result in a leakage of state secrets or the distribution of socially destabilizing content.
Failure to comply with these laws and regulations may result in the revocation of licenses to provide internet content and other licenses, the closure of the concerned websites and reputational harm. A website operator may also be held liable for
censored information displayed on or linked to its website. We may be subject to potential liability for certain unlawful actions of our customers and subscribers or for content we distribute that is deemed inappropriate. We may be required to
delete content that violates PRC laws and report content that we suspect may violate PRC laws, which may reduce our customer base or the purchases of our services. It may be difficult to determine the type of content that may result in liability for
us, and if we are found to be liable, we may be prevented from operating our business or offering other services in China.

Copyright infringement
and other intellectual property claims against us may adversely affect our business.

We have collected and compiled on our
websites, automobile-related news and reports, automobile pictures and specifications, maps, consumer reviews, and other documents and information prepared by third parties. Because some content on our websites is collected from various sources, we
may be subject to claims for breach of contract, defamation, tort liability, unfair competition, copyright or trademark infringement, or claims based on other theories. We could also be subject to claims based upon the content that is displayed on
our websites or accessible from our websites through links to other websites or information on our websites supplied by third parties. Any lawsuits or threatened lawsuits, in which we are involved, either as a plaintiff or as a defendant, could cost
us a significant amount of time and money and distract managements attention from operating our business. Any judgments against us in such suits, or related settlements, could harm our reputation and have a material adverse effect on our
results of operations. If a lawsuit against us is successful, we may be required to pay damages or enter into royalty or license agreements that may not be based upon commercially reasonable terms, or we may be unable to enter into such agreements
at all. As a result, the scope of our database we offer to the consumers could be reduced, which may adversely affect our ability to attract and retain customers.

We rely heavily on our senior management team and key personnel and the loss of any of their services could severely disrupt our business.

Our future success is highly dependent on the ongoing efforts of our senior management and key personnel. We rely on our management team for
their extensive knowledge of and experience in Chinas automotive and internet industries as well as their deep understanding of the Chinese automobile market, business environment and regulatory regime. We do not carry, and do not intend to
procure, key person insurance on any of our senior management team. The loss of the services of one or more of our senior executives or key personnel, Mr. Bin Li in particular, may have a material adverse effect on our business, financial condition
and results of operations. Competition for senior management and key personnel is intense, and the pool of suitable candidates is very limited, and we may not be able to retain the services of our senior executives or key personnel, or attract and
retain senior executives or key personnel in the future. If we fail to retain our senior management, our business and results of operations could be materially and adversely affected. In addition, if any members of our senior management or any of
our key personnel join a competitor or form a competing company, we may not be able to replace them easily and we may lose customers, business partners and key staff members. Each of our senior executives and key personnel has entered into an
employment agreement with us, which contains confidentiality and non-competition provisions. In the event of a dispute between any of our senior executives or key personnel and us, we cannot assure you as to the extent, if any, that these provisions
may be enforceable in the PRC due to uncertainties involving the PRC legal system.

We may not be able to attract and retain highly skilled
employees, provide necessary training or maintain good relationships with our employees.

Our business is supported and enhanced
by a team of highly skilled employees who are critical to maintaining the quality and consistency of our services and our brand and reputation. It is important for us to attract qualified employees, in particular sales executives and engineers with
high levels of experience in creative design, software development and internet-related services. Competition for these employees is intense. There may be a limited supply of qualified individuals in some of the cities in China where we have
operations and other cities into which we intend to expand. In order to attract prospective, and retain current, employees, we may have to increase our employee compensation by a larger scale and at a faster pace than we expect, which would increase
our operating expenses. In addition, we must hire and train qualified employees in a timely manner to keep pace with our rapid growth while maintaining consistent quality of services across our operations in various geographic locations. We must
also provide continuous training to our employees so that they are equipped with up-to-date knowledge of various aspects of our operations and can meet our demand for high-quality services. If we fail to do so, the quality of our services may
deteriorate in one or more of the markets where we operate, which may cause a negative perception of our brand and adversely affect our business. Finally, we may run into disputes with our employees from time to time and if we are not able to
properly handle our relationship with our employees, our business and results of operations may be adversely affected.



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Our business may suffer if we do not successfully manage our current and future growth.

We have experienced rapid growth in the past few years. Our revenues have increased from RMB670.0 million in 2011 to RMB4.01 billion (US$619.3
million) in 2015. Our sales and service representatives network has expanded to 186 cities as of December 31, 2015. We intend to continue to expand our operations. However, we may not be able to sustain a similar growth rate in revenues or
geographic coverage in future periods due to a number of factors, including the greater difficulty of growing at sustained rates from a larger revenue base. In addition, our expansion has placed, and will continue to place, substantial demands on
our managerial, operational, technological and other resources. In order to manage and support our growth, we must continue to improve our existing operational, administrative and technological systems and our financial and management controls, and
recruit, train and retain additional qualified personnel, particularly as we expand into new markets. As our operations expand into more cities throughout China, we will face increasing challenges in managing a large and geographically dispersed
group of employees. We may not be able to effectively and efficiently manage the growth of our operations, recruit and retain qualified personnel and integrate new operations into our current business plan. As a result, our reputation, business and
operations may suffer. Accordingly, you should not rely on our historical growth rate as an indication of our future performance.

Our limited
operating history may not serve as an adequate basis to judge our future prospects and results of operations.

We began operations
in 2000 and did not begin to grow significantly until 2005. Our limited operating history may not provide a meaningful basis on which to evaluate our business. We expect that our operating expenses will increase as we expand. Any significant failure
to realize anticipated revenue growth could result in significant operating losses. We expect to continue to encounter risks and difficulties frequently experienced by companies at a similar stage of development, including our potential failure to:



| |  |  | implement our business model and strategy and adapt and modify them as needed;
| | - |  | ------------------------------------------------------------------------------



| |  |  | increase awareness of our brands, protect our reputation and develop customer loyalty;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | manage our expanding operations and service offerings, including the integration of any future acquisitions; and
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | anticipate and adapt to changing conditions in the Chinas automotive and internet marketing industries as well as the impact of any changes in government regulations, mergers and acquisitions involving our
competitors, technological developments and other significant competitive and market dynamics.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If we are not successful in
addressing any or all of these risks, our business may be materially and adversely affected.

We are susceptible to risks related to cash flow
management.

We have experienced, and may continue to experience, short-term cash flow management problems from time to time. For
example, some of our advertising services are not paid until after our services are fully performed. Some automakers may designate their advertising agencies to place their advertisements on our websites and subsequently pay us. Such advertising
agencies may delay making payments to us, leading to longer aging cycles of our account receivables. Our cash flow from operations might not be sufficient to cover our account payables and we may incur penalty payments if we cannot pay third-party
vendors on time. We may need to expend more resources in payment collections. This could negatively affect our results of operations in certain quarters and make it impossible to predict our future operating results.

Our third-party vendors may raise prices and as a result increase our operating expenses.

We rely on third parties for certain essential services, such as internet services and server custody, and we may not have any control over
the costs of the services they provide. Any third-party service provider may raise their prices, which might not be commercially reasonable to us. If we are forced to seek other providers, there is no assurance that we will be able to find
alternative providers willing or able to provide comparable high-quality services and there is no assurance that such providers will not charge us higher prices for their services. If the prices that we are required to pay third-party vendors for
services rise significantly, our results of operations could be adversely affected.



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Acquisitions, strategic alliances and investments could prove difficult to integrate, disrupt our business
and lower our operating results and the value of your investment.

As part of our business strategy, we regularly evaluate
investments in, or acquisitions of, complementary businesses, joint ventures, services and technologies, and we expect that periodically we will continue to make such investments and acquisitions in the future. For example, in 2013, we formed a
joint venture with Kelley Blue Book, or KBB, a leading provider of new and used car information in the United States, and the China Automobile Dealers Association, or CADA, a national organization representing automobile dealers in China. In January
2015, we entered into agreements to form strategic partnership with JD.com, Inc., or JD.com, the leading online direct sales company in China listed on the Nasdaq Global Select Market, and Tencent Holdings Limited, or Tencent, a leading provider of
comprehensive Internet services and listed on the Hong Kong Stock Exchange. In February 2015, JD.com and Tencent made investments in us with a combination of US$550 million in cash and certain resources, and investments totaling US$250 million
in cash in Yixin Capital Limited, or Yixin Capital, a subsidiary of Bitauto primarily engaged in e-commerce-related automotive financial platform business. In addition, we made certain investments in some private companies in 2015, a majority of
which are in auto and auto-related industries.

Acquisitions, alliances and investments involve numerous risks, including:



| |  |  | the potential failure to achieve the expected benefits of the combination or acquisition;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | difficulties in, and the cost of, integrating operations, technologies, services and personnel;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | potential write-offs of acquired assets or investments; and
| | - |  | -----------------------------------------------------------



| |  |  | downward effect on our operating results.
| | - |  | -----------------------------------------

In addition, if we finance acquisitions by issuing
equity or convertible debt securities, our existing shareholders may be diluted, which could affect the market price of our ADSs. Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be
seriously harmed and the value of your investment may decline.

Furthermore, we may fail to identify or secure suitable acquisition and
business partnership opportunities or our competitors may capitalize on such opportunities before we do, which could impair our ability to compete with our competitors and adversely affect our growth prospects and results of operations.

Any catastrophe, including outbreaks of health pandemics and other extraordinary events, could severely disrupt our business operations.

Our operations are vulnerable to interruption and damage from natural and other types of catastrophes, including earthquakes, fire, floods,
hail, windstorms, severe winter weather (including snow, freezing water, ice storms and blizzards), environmental accidents, power loss, communications failures, explosions, man-made events such as terrorist attacks, and similar events. Due to their
nature, we cannot predict the incidence, timing and severity of catastrophes. In addition, changing climate conditions, primarily rising global temperatures, may be increasing, or may in the future increase, the frequency and severity of natural
catastrophes. If any such catastrophe or extraordinary event were to occur in the future, our ability to operate our business could be seriously impaired. Such events could make it difficult or impossible for us to deliver our services to our
customers and could decrease demand for our services. Although we are headquartered in Beijing, as of December 31, 2015, our sales and service representatives network covered 186 cities throughout China, exposing us to potential catastrophes of all
types in a broad geographic area in China. Because our property insurance only covers property damages caused by a limited number of numerated natural disasters and accidents and significant time could be required to resume our operations, our
financial position and operating results could be materially and adversely affected in the event of any major catastrophic event.

In
addition, our business could be materially and adversely affected by the outbreak of influenza A (H1N1), commonly referred to as swine flu, avian influenza, severe acute respiratory syndrome, or SARS, or other pandemics. In March 2013, a
new virus subtype H7N9, commonly known as bird flu or avian flu, was discovered in eastern China and has already sickened and killed some people. It is unclear how this virus will spread, which makes it difficult to predict
its potential impact. Any occurrence of these pandemic diseases or other adverse public health developments in China could severely disrupt our staffing and otherwise reduce the activity levels of our work force, causing a material and adverse
effect on our business operations.

We do not have any business liability, disruption or litigation insurance, and any business disruption or
litigation we experience might result in our incurring substantial costs and diversion of resources.



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The insurance industry in China is still at an early stage of development. Insurance companies in
China offer limited business insurance products and are, to our knowledge, not well-developed in the field of business liability insurance. While business disruption insurance is available to a limited extent in China, we have determined that the
risks of disruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. As a result, except for property insurance and automobile
insurance, we do not have any business liability, disruption or litigation insurance coverage for our operations in China. Any business disruption or litigation may result in our incurring substantial costs and diversion of resources.

Proceedings instituted by the SEC against certain PRC-based accounting firms, including our independent registered public accounting firm, could result
in financial statements being determined to not be in compliance with the requirements of the Exchange Act.

In December 2012, the
SEC brought administrative proceedings against five accounting firms in China, including our independent registered public accounting firm, alleging that they had refused to produce audit work papers and other documents related to certain other
China-based companies under investigation by the SEC. On January 22, 2014, an initial administrative law decision was issued, censuring these accounting firms and suspending four of these firms from practicing before the SEC for a period of six
months. The decision is neither final nor legally effective unless and until reviewed and approved by the SEC. On February 12, 2014, four of these PRC-based accounting firms appealed to the SEC against this decision. In February 2015, each of the
four PRC-based accounting firms agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC. The settlement requires the firms to follow detailed procedures to seek to
provide the SEC with access to Chinese firms audit documents via the China Securities Regulatory Commission, or the CSRC. If the firms do not follow these procedures, the SEC could impose penalties such as suspensions, or it could restart the
administrative proceedings.

In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed
companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the
requirements of the Exchange Act, including possible delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of
our ADSs may be adversely affected.

If our independent registered public accounting firm was denied, even temporarily, the ability to
practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined not to be in compliance with the requirements
of the Exchange Act. Such a determination could ultimately lead to the delay or abandonment of this offering, delisting of our ordinary shares from the New York Stock Exchange or deregistration from the SEC, or both, which would substantially reduce
or effectively terminate the trading of our ADSs in the United States.

Our auditor, like other independent registered public accounting firms
operating in China, is not permitted to be subject to inspection by Public Company Accounting Oversight Board, and consequently, investors may be deprived of the benefits of such inspection.

The independent registered public accounting firm that issues the audit reports included in this annual report, as an auditor of companies
that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board (United States), or PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its
compliance with the laws of the United States and with applicable professional standards. Because our auditor is located in China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the PRC authorities,
our auditor, like other independent registered public accounting firms operating in China, is currently not inspected by the PCAOB. In May 2013, PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with
the CSRC and the Ministry of Finance, which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations undertaken by PCAOB, the China Securities Regulatory Commission, or the
CSRC, or the Ministry of Finance in the United States and the PRC, respectively. PCAOB continues to be in discussions with the CSRC and the Ministry of Finance to permit joint inspections in the PRC of audit firms that are registered with PCAOB and
audit Chinese companies that trade on U.S. exchanges.

Inspections of other firms that the PCAOB has conducted outside of China have
identified deficiencies in those firms audit procedures and quality control procedures, and such deficiencies may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct inspections
of independent registered public accounting firms operating in China makes it more difficult to evaluate the effectiveness of our auditors audit procedures or quality control procedures, and to the extent that such inspections might have
facilitated improvements in our auditors audit procedures and quality control procedures, investors may be deprived of such benefits.



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Risks Related to Our Corporate Structure

If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with applicable PRC
governmental restrictions on foreign investment in internet content and marketing services, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to
relinquish our interests in those operations.

PRC law currently limits foreign ownership of companies that provide internet
content services in China up to 50%. Foreign and wholly foreign-owned enterprises are currently restricted from providing other internet information services, such as internet advertising. Our wholly foreign-invested PRC subsidiaries, Beijing
Bitauto Internet Information Company Limited, or BBII, and Shanghai Techuang Advertising Company Limited, or Techuang, are currently not eligible to apply for the required licenses for providing internet content services in China.

As such, BBII conducts our business through contractual arrangements with our structured entities (including their subsidiaries) in China,
that is mainly, our internet content business through Beijing Bitauto Information Technology Company Limited, or BBIT, our internet advertising business through Beijing C&I Advertising Company Limited, or CIG, and our used automobile business
through Beijing Xinbao Information Technology Company Limited, or Beijing Xinbao. In addition, Techuang conducts our online automotive financial platform services through another domestic entity, Beijing Yixin Information Technology Company Limited,
or Beijing Yixin. Each of the structured entities (except Beijing Yixin) is currently owned by individual shareholders who are PRC citizens and the relevant structured entities hold the requisite licenses or permits to provide internet content or
advertising services in China. Shareholders of our structured entities are set forth in Item 4. Information on the CompanyC. Organizational Structure. Our structured entities entered into a series of contractual arrangements with
our subsidiaries but directly operate our businesses in China. We have been and are expected to continue to depend on structured entities to operate our businesses. We do not have any equity ownership interest in any of the structured entities but
control their operations and receive the economic benefits through a series of contractual arrangements. For more information regarding these contractual arrangements, see Item 7. Major Shareholders and Related Party TransactionsB.
Related Party TransactionsContractual Arrangements with our PRC Structured Entities and Their Shareholders.

Furthermore, on
July 26, 2006, the Ministry of Industry and Information Technology, or the MIIT, released the Circular on Strengthening the Administration of Foreign Investment in Operating Value-added Telecommunications Business, or the MIIT Notice, which
reiterates certain provisions under Chinas Administrative Rules on Foreign-Invested Telecommunications Enterprises. Among other things, the MIIT Notice prohibits domestic telecommunications license holders from (i) renting, transferring or
selling telecommunications licenses to any foreign investors in any form and (ii) from providing any assistance, including providing resources, sites or facilities, to foreign investors that conduct value-added telecommunications business illegally
in China. Under the MIIT Notice, holders of valued-added telecommunications business operating licenses, or their shareholders, must directly own the domain names and registered trademarks used by such license holders in their daily operations.
BBITs internet information services are considered value-added telecommunication services set forth in the MIIT Notice and BBIT owns an ICP license, for its provision of internet information service and all the trademarks used for its internet
information services on its websites. Since there is currently no official interpretation or implementation practice under the MIIT Notice, it remains uncertain how the MIIT Notice will be enforced and whether or to what extent the MIIT Notice may
affect the legality of the corporate structures and contractual arrangements adopted by foreign-invested internet companies that operate in China.

There are uncertainties regarding the interpretation and application of current and future PRC laws, rules and regulations, including but not
limited to the laws, rules and regulations governing the validity and enforcement of our contractual arrangements with structured entities. We have been advised by our PRC counsel that each of such contractual agreements for operating our business
in China (including our corporate structure and contractual arrangements with the structured entities), except as otherwise disclosed in this report, does not violate, breach, contravene or otherwise conflict with any applicable PRC laws, rules or
regulations. However, we cannot assure you that the PRC regulatory authorities will not adopt any new regulation to restrict or prohibit foreign investment in advertising business and value-added telecommunications business through contractual
arrangement in the future, or will not determine that our corporate structure and contractual arrangements violate PRC laws, rules or regulations.

If we, any of the structured entities or any of their current or future subsidiaries are found to be in violation of any existing or future
PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the State Administration for Industry and Commerce, which regulates advertising companies, and the
Ministry of Industry and Information Technology, which regulates internet information services companies, and the CSRC, which regulates listed companies, would have broad discretion in dealing with such violations, including:



| |  |  | revoking the business and operating licenses of such entities;
| | - |  | --------------------------------------------------------------



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| |  |  | discontinuing or restricting our PRC subsidiaries and structured entities operations;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | imposing fines, confiscating the income of the structured entities or our income, or imposing other requirements with which we or our PRC subsidiaries and structured entities may not be able to comply;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | imposing conditions or requirements with which we or our PRC subsidiaries and structured entities may not be able to comply;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | requiring us or our PRC subsidiaries and structured entities to restructure our ownership structure or operations;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | restricting or prohibiting our use of the proceeds of our public offering to finance our business and operations in China; or
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | taking other regulatory or enforcement actions that could be harmful to our business.
| | - |  | -------------------------------------------------------------------------------------

The
imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business, and adversely affect our financial condition and results of operations.

We rely on contractual arrangements with our structured entities in China, and their shareholders, for our business operations, which may not be as
effective in providing operational control or enabling us to derive economic benefits as through ownership of controlling equity interest.

We rely on and expect to continue to rely on contractual arrangements with our structured entities in China and their respective shareholders
to operate our internet content and advertising services business. Our structured entities contributed RMB1.40 billion, RMB2.44 billion and RMB3.91 billion (US$602.8 million), representing 97.6%, 99.2% and 97.3%, respectively, of our total revenues
in 2013, 2014 and 2015.BBII and Techuang follow the commonly used methodology, which is to charge service fees based on each structured entitys revenues reduced by its turnover taxes, such as business taxes, value-added taxes
and other surcharges, cost of revenues, operating expenses and an appropriate amount of retained profit that is determined pursuant to tax planning strategies and relevant tax laws.

Although we have been advised by our PRC counsel that, each of the contractual arrangements with our structured entities are valid under
current PRC laws, these contractual arrangements may not be as effective in providing us with control over the structured entities as ownership of controlling equity interests would be in providing us with control over, or enabling us to derive
economic benefits from the operations of, the structured entities. If we had direct ownership of the structured entities, we would be able to exercise our rights as a shareholder to (i) effect changes in the board of directors of those entities,
which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level, and (ii) derive economic benefits from the operations of the structured entities by causing them to declare and pay dividends. However,
under the current contractual arrangements, as a legal matter, if any of the structured entities or any of their shareholders fails to perform its, his or her respective obligations under these contractual arrangements, we may have to incur
substantial costs and resources to enforce such arrangements, and rely on legal remedies available under PRC laws, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective. For
example, if shareholders of a structured entity were to refuse to transfer their equity interests in such structured entity to us or our designated persons when we exercise the purchase option pursuant to these contractual arrangements, we may have
to take a legal action to compel them to fulfill their contractual obligations.

If (i) the applicable PRC authorities invalidate these
contractual arrangements for violation of PRC laws, rules and regulations, (ii) any structured entity or its shareholders terminate the contractual arrangements or (iii) any structured entity or its shareholders fail to perform their obligations
under these contractual arrangements, our business operations in China would be materially and adversely affected, and the value of your ADSs would substantially decrease. Further, if we fail to renew these contractual arrangements upon their
expiration, we would not be able to continue our business operations unless the then-current PRC law allows us to directly operate internet content and advertising businesses in China.

In addition, if any structured entity or all or part of its assets become subject to liens or rights of third-party creditors, we may be
unable to continue some or all of our business activities, which could materially and adversely affect our business, financial position and results of operations. If any of the structured entities undergoes a voluntary or involuntary liquidation
proceeding, its shareholders or unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, our ability to generate
revenues and the market price of your ADSs.



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All of these contractual arrangements are governed by PRC law and provide for the resolution of
disputes through arbitration in the PRC. The legal environment in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these
contractual arrangements. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over our operating entities and we may be precluded from operating our business, which may have a material
adverse effect on our financial condition and results of operations.

Based on the advice of Han Kun Law Offices, our PRC counsel, the
corporate structure of our structured entities and our subsidiaries in the PRC are in compliance with all existing PRC laws and regulations. However, as advised by our PRC counsel, there are substantial uncertainties regarding the interpretation and
application of current and future PRC laws and regulations, and the PRC government may in the future take a view that is contrary to the above opinion of our PRC counsel. PRC laws and regulations governing the validity of these contractual
arrangements which established our corporate structure for operating our business in China are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations.

Our ability to enforce the share pledge agreements between us and the structured entities shareholders may be subject to limitations based on PRC
laws and regulations.

Pursuant to the share pledge agreements, the shareholders of structured entities agreed to pledge all of
their equity interests in structured entities to the relevant PRC subsidiaries to secure structured entities performance of their obligations under the relevant contractual arrangements. The share pledge as contemplated under the share pledge
agreements by and among our PRC subsidiaries, structured entities and each of their respective shareholders have been registered with the relevant local branch of the State Administration for Industry and Commerce, or the SAIC.

The share pledge agreements provide that the pledged equity interest shall constitute security for all of the payment obligations of the
structured entities under the exclusive business cooperation agreement. However, it is possible that a PRC court may take the position that the amount indicated on the equity pledge registration forms filed with the local branch of SAIC represents
the full debt amount that the pledge secures. If this is the case, the obligations that are supposed to be secured in these pledge agreements in excess of the amount listed on the equity pledge registration forms could be determined by the PRC court
as unsecured debt.

Potential conflict may arise out of the loan agreements between the senior management team and a principal shareholder, which
may have a material adverse effect on us.

In November 2012, AutoTrader Group, Inc., or AutoTrader Group, purchased an aggregate
of 9,000,000 ordinary shares, or approximately 21.8% of our total outstanding shares at that time, from certain of our pre-IPO shareholders in a private transaction. Concurrently, certain members of our senior management, namely, Mr. Bin Li, our
chairman of the board and chief executive officer, Mr. Jingning Shao, our director and president, Mr. Xuan Zhang, our chief financial officer, and Mr. Weihai Qu, our director and senior vice president purchased an aggregate of 1,000,000 ordinary
shares, or approximately 2.4% of our total outstanding shares at that time, from another pre-IPO shareholder. The senior management team funded the purchase through a four-year term loan from AutoTrader Group. The management team has pledged a total
of 2,699,080 ordinary shares to AutoTrader Group as collateral for the loans received from AutoTrader Group. We are not a party to the loan agreements between our senior management team and AutoTrader Group. However, if there should be any defaults
or disagreements with respect to such loan agreements, conflicts may arise among certain of our senior management team and AutoTrader Group, which may have a material adverse effect on us.

The shareholders of our structured entities may have potential conflicts of interest with us, which may materially and adversely affect our business and
financial condition.



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Conflicts of interest may arise between the dual roles of those individuals who are both minority
shareholders, directors and executive officers of our company and shareholders of our structured entities. For example, Mr. Bin Li, our chairman of the board of directors and chief executive officer, and Mr. Weihai Qu, our director and senior vice
president, jointly own all the equity interests in BBIT and CIG, with whom we conduct our business through contractual arrangements. For these directors and executive officers, their fiduciary duties toward our company under Cayman lawto act
honestly, in good faith and with a view to our best interestsmay conflict with their roles in our structured entities, as what is in the best interest of our structured entities may not be in the best interests of our company. In comparison,
Mr. Li and Mr. Qu each only hold a minority interest in us. The fiduciary duty implied from their roles as our directors and executive officers is not fully aligned with their interests as shareholders of our structured entities. These individuals
may breach or cause the structured entities that they beneficially own to breach or refuse to renew the existing contractual arrangements, which will have a material adverse effect on our ability to effectively control the structured entities and
receive economic benefits from them. We do not have existing arrangements to address potential conflicts of interest these individuals may encounter in his capacity as a shareholder of the structured entities, on the one hand, and as a beneficial
owner and a director and an officer of our company, on the other hand. We could, at all times, exercise our option under the exclusive option agreement with structured entities shareholders to cause them to transfer all of their equity
ownership in structured entities to a PRC entity or individual designated by us, and this new shareholder of structured entities could then appoint new directors of structured entities to replace the current directors. In addition, if such conflicts
of interest arise, BBII, our wholly owned foreign PRC subsidiary, could also, in the capacity of the attorney-in-fact of structured entities shareholders as provided under the irrevocable power of attorney, directly appoint new directors of
structured entities to replace the current directors. We rely on structured entities shareholders to comply with the laws of China, which protect contracts and provide that directors and executive officers owe a duty of loyalty to our company
and require them to avoid conflicts of interest and not to take advantage of their positions for personal gains. Although our independent directors or disinterested officers may take measures to prevent the parties with dual roles from making
decisions that may favor themselves as shareholders of the structured entities, we cannot assure you that these measures would be effective in all instances and when conflicts arise, these individuals will act in the best interests of our company or
that conflicts will be resolved in our favor. The legal frameworks of China and the Cayman Islands do not provide guidance on resolving conflicts in the event of a conflict with another corporate governance regime. If we cannot resolve any conflicts
of interest or disputes between us and those individuals, we would have to rely on legal proceedings, which may materially disrupt our business. There is also substantial uncertainty as to the outcome of any such legal proceedings.

Contractual arrangements with the structured entities may be subject to scrutiny by the PRC tax authorities and may result in a finding that we and the
structured entities owe additional taxes or are ineligible for tax exemption, or both, which could substantially increase our taxes owed and thereby reduce our net income.

As a result of our corporate structure and the contractual arrangements between us and our PRC structured entities, we are effectively subject
to 6% value-added tax, as well as enterprise income tax at the rate of 25% on revenues derived from our contractual arrangements with our PRC structured entities. Under applicable PRC laws, rules and regulations, arrangements and transactions among
related parties may be subject to audits or challenges by the PRC tax authorities. We are not able to determine whether any of our transactions with our structured entities and their respective shareholders will be regarded by the PRC tax
authorities as arms-length transactions. The relevant tax authorities may perform investigations to determine whether our contractual relationships with our structured entities and their respective shareholders were entered into on an
arms-length basis. If any of the transactions we have entered into among our wholly-owned subsidiaries in China and any of the structured entities and their respective shareholders are determined by the PRC tax authorities not to be on an
arms-length basis, or are found to result in an impermissible reduction in taxes under applicable PRC laws, rules and regulations, the PRC tax authorities may conduct transfer pricing adjustments and adjust the profits and losses of such
structured entities and assess more taxes on it. In addition, the PRC tax authorities may impose late payment interest and other penalties on such structured entities for underpayment taxes. Our results of operations may be adversely and materially
affected if the tax liabilities of any of the structured entities increase or if it is found to be subject to late payment interests or other penalties.

We may have exposure to greater than anticipated tax liabilities.

We are subject to enterprise income tax, value-added tax, and other taxes in each province and city in China where we have operations. Our tax
structure is subject to review by various local tax authorities. The determination of our provision for income tax and other tax liabilities requires significant judgment. In the ordinary course of our business, there are many transactions and
calculations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the ultimate decisions by the relevant tax authorities may differ from the amounts recorded in our financial statements and may
materially affect our financial results in the period or periods for which such determination is made.

We may rely on dividends and other
distributions on equity paid by our wholly owned subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries to pay dividends to us could have a material adverse effect on our ability
to conduct our business.



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We are a holding company, and we may rely on dividends and other distributions on equity paid our
subsidiaries in China, for our cash requirements, including the funds necessary to service any debt we may incur. If our subsidiaries incur debt in the future, the instruments governing the debt may restrict their abilities to pay dividends or make
other distributions to us. In addition, the PRC tax authorities may adjust our taxable income under the contractual arrangements our subsidiaries currently have in place with the structured entities in a manner that would materially and adversely
affect the ability of our subsidiaries to pay dividends and other distributions to us. Further, relevant PRC laws, rules and regulations permit payments of dividends by our subsidiaries only out of their retained earnings, if any, determined in
accordance with accounting standards and regulations of China. Under PRC laws, rules and regulations, our subsidiaries are also required to set aside a portion of their net income each year to fund specific reserve funds. In addition, the statutory
general reserve fund requires annual appropriations of 10% of after-tax income to be set aside prior to payment of dividends until the cumulative fund reaches 50% of our subsidiaries registered capital. Therefore, our subsidiaries
ability is limited in terms of transferring a portion of their net assets to us whether in the form of dividends, loans or advances. Any limitation on the ability of our subsidiaries to pay dividends to us could materially and adversely limit our
ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.

If our PRC subsidiaries or structured entities become the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy
substantially all of our assets, which could reduce the size of our operations and materially and adversely affect our business, ability to generate revenues and the market price of our ADSs.

As part of the contractual arrangements with the structured entities, their shareholders and our subsidiaries, the structured entities and
their subsidiaries hold operating permits and licenses and substantially all of the assets that are important to the operation of our business. We expect to continue to be dependent on our structured entities and their subsidiaries to operate our
business in China. If our structured entities go bankrupt and all or part of their assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which would materially and
adversely affect our business, financial condition and results of operations. If our structured entities undergo a voluntary or involuntary liquidation proceeding, their equity holders or unrelated third-party creditors may claim rights to some or
all of these assets, thereby hindering our ability to operate our business, which would materially and adversely affect our business, our ability to generate revenues and the market price of our ADSs.

Substantial uncertainties exist with respect to the enactment timetable, interpretation and implementation of the draft PRC Foreign Investment Law and
how it may impact the viability of our current corporate structure, corporate governance and business operations.

The Ministry of
Commerce, or MOC, published a discussion draft of the proposed Foreign Investment Law in January 2015 aiming to, upon its enactment, replace the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint
Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law. The draft Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment
regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. While the MOC solicited public comments on this draft in January and
February this year, substantial uncertainties exist with respect to its enactment timetable, interpretation and implementation. The draft Foreign Investment Law, if enacted as proposed, may materially impact the viability of our current corporate
structure, corporate governance and business operations in many aspects.

Among other things, the draft Foreign Investment Law expands the
definition of foreign investment and introduces the principle of actual control in determining whether the investment in China is made by a foreign investor or a PRC domestic investor. The draft Foreign Investment Law specifically
provides that an entity established in China but controlled by foreign investors will be treated as a foreign investor, whereas an entity set up in a foreign jurisdiction would nonetheless be, upon market entry clearance by the MOC or
its local branches, treated as a PRC domestic investor provided that the entity is controlled by PRC entities and/or citizens. In this connection, control is broadly defined in the draft law to cover, among others, having the
power to exert decisive influence, via contractual or trust arrangements, over the subject entitys operations, financial matters or other key aspects of business operations. If the foreign investment falls within a negative list,
to be separately issued by the State Council in the future, market entry clearance by the MOC or its local branches would be required. Otherwise, all foreign investors may make investments on the same terms as Chinese investors without being subject
to additional approval from the government authorities as mandated by the existing foreign investment legal regime.



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The variable interest entity structure, or VIE structure, has been adopted by many
PRC-based companies, including us, to obtain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions in China. Variable interest entities are referred to as structured entities under IFRS. See
Risks Related to Our Corporate StructureIf the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with applicable PRC governmental restrictions on foreign
investment in internet content and marketing services, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those
operations. and Item 4. Information on the CompanyC. Organizational Structure. Under the draft Foreign Investment Law, if a structured entity is ultimate controlled by a foreign investor via contractual arrangement, it would
be deemed as a foreign investment. Accordingly, for any company with a VIE structure in an industry category that is on the negative list, the VIE structure may be deemed legitimate only if the ultimate controlling person(s) is/ are of
PRC nationality (either PRC individual, or PRC government and its branches or agencies). Conversely, if the actual controlling person(s) is/are of foreign nationalities, then the structured entities will be treated as foreign invested enterprises
and any operation in the industry category on the negative list without market entry clearance may be considered as illegal.

It is uncertain whether we would be considered as ultimately controlled by Chinese parties or not The draft Foreign Investment Law has not
taken a position on what actions will be taken with respect to the existing companies with a VIE structure, whether or not these companies are controlled by Chinese parties. Moreover, it is uncertain whether the value-added telecommunication
services and advertising services, which our structured entities provide, will be subject to the foreign investment restrictions or prohibitions set forth in the negative list to be issued. If the enacted version of the Foreign
Investment Law and the final negative list mandate further actions, such as MOC market entry clearance or certain restructuring of our corporate structure and operations, to be completed by companies with existing VIE structure like us,
we face substantial uncertainties as to whether these actions can be timely completed, or at all, and our business and financial condition may be materially and adversely affected.

The draft Foreign Investment Law, if enacted as proposed, may also materially impact our corporate governance practice and increase our
compliance costs. For instance, the draft Foreign Investment Law proposed to imposes stringent ad hoc and periodic information reporting requirements on foreign investors and the applicable foreign invested entities. Aside from investment
implementation report and investment amendment report that are required at each investment and alteration of investment specifics, an annual report is mandatory, and large foreign investors meeting certain criteria are required to report on a
quarterly basis. Any company found to be non-compliant with the information reporting obligations may potentially be subject to fines and/or administrative or criminal liabilities, and the persons directly responsible may be subject to criminal
liabilities.

Risks Related to Doing Business in China

Adverse changes in political and economic policies of the PRC government could have a material adverse effect on the overall economic growth of China,
which could reduce the demand for our services and materially and adversely affect our competitive position.

Since our business
operations are conducted in China, our business, financial position, results of operations and prospects are affected significantly by economic, political and legal developments in China. Because our business is closely related to the automotive
industry and the internet marketing industry, both of which are highly sensitive to business and personal discretionary spending levels, our business tends to decline during general economic downturns.

The Chinese economy differs from the economies of most developed countries in many respects, including the degree of government involvement,
the level of development, the growth rate, the control of foreign exchange, access to financing and the allocation of resources. While the Chinese economy has grown significantly in the past three decades, the growth has been uneven, both
geographically and among various sectors of the economy, and the rate of growth has been slowing. Further, the Chinese economy has been transitioning from a planned economy to a more market-oriented economy and a substantial portion of the
productive assets in China is still owned by the PRC government. The PRC government exercises significant control over Chinas economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations,
setting monetary policy and providing preferential treatment to particular industries or companies. In addition, other economic measures, as well as future actions and policies of the PRC government, could also materially affect our liquidity and
access to capital and our ability to operate our business.

The PRC government has implemented various measures to encourage economic
growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy, but may also have a negative effect on our operations. For example, our results of operations and financial position may be materially and
adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. Also see Risks Related to Our Business and IndustryGovernment policies on automobile purchases and ownership
may materially affect our results of operations.



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We may be required to obtain an internet news releasing service license and be subject to fines and/or
suspension of business operations if any of the internet news posted on our websites is deemed to be political in nature, relate to macro-economics, or otherwise would require an internet news releasing service license.

In September 2005, the State Council Information Office and the Ministry of Industry and Information Technology jointly issued the Provisions
for the Administration of Internet News Information Services, or Internet News Provision. Internet news information services shall include the publishing of news via internet, provision of electronic bulletin services on current and political
events, and transmission of information on current and political events to the public. Under the Internet News Provision, the internet news service providers shall also include entities that are not established by news press but reproduce internet
news from other sources, provide electronic bulletin services on current and political events, and transmit such information to the public. The Information Office of the State Council shall be in charge of the supervision and administration of the
internet news information services throughout China. The counterparts of the Information Office of the State Council at the province level shall take charge of the supervision and administration of the internet news information services within their
own jurisdiction.

As an internet content provider, we release information related to the automotive industry to internet users. In the
event that such activities are deemed to be internet news releasing services, we will be required to obtain an internet news releasing service license. However, we and our PRC counsel have consulted the relevant government authorities and have been
informed that according to their understanding, the term news referred to in the Internet News Provision means macro-economic news of the state, that we would not be required to obtain the internet news releasing license because we only
post industry-related news produced by others, for which we clearly indicate the sources of such news on our websites, and we ourselves do not edit or compose such news. However, if any of the internet news posted on our websites is deemed by the
government to be political in nature, relate to macro-economics, or otherwise require such license, we would need to apply for such license. If we are deemed to be in breach of the Internet News Provision or other relevant internet news releasing
regulations, the PRC regulatory authorities may suspend relevant activities and impose a fine exceeding RMB10,000 but not more than RMB30,000. In serious cases, the PRC regulatory authorities may even suspend the internet service or internet access.

Uncertainties with respect to the PRC legal system could limit the protection available to you and us.

We conduct our business primarily through our subsidiaries and structured entities in China. Our operations in China are governed by PRC laws
and regulations. The PRC legal system is a civil law system based on written statutes. Unlike in the common law system, prior court decisions may be cited for reference but have limited precedential value. Since 1979, PRC legislation and regulations
have significantly enhanced the protections afforded to various forms of foreign investments in China. We conduct all of our business through our subsidiaries and structured entities established in China. However, since the PRC legal system
continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to us. For example,
we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are
not published on a timely basis or at all, which may have a retroactive effect.

Any litigation in China may be protracted and result in
substantial costs and diversion of our resources and management attention. It may be more difficult to evaluate the outcome of Chinese administrative and court proceedings and the level of legal protection we enjoy in China than in more developed
legal systems because PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms. Such uncertainties may impede our ability to enforce the contracts we have entered into with
our business partners, customers and suppliers. Furthermore, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other countries. We cannot predict the effect of future
developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal
protections available to us.

PRC regulations relating to offshore investment activities by PRC residents may increase our administrative burden and
restrict our overseas and cross-border investment activity. If our shareholders fail to make any required applications and filings under such regulations, we may be unable to distribute profits and may become subject to liability under PRC laws.

The State Administration for Foreign Exchange, or SAFE, has promulgated several regulations that require PRC residents, including
PRC individuals and PRC corporate entities, to register with and obtain approval from local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity for the purpose of overseas investment and
financing, or offshore special purpose vehicle, with such PRC residents legally owned assets or equity interests in domestic companies or offshore assets or interests. These regulations apply to our shareholders who are PRC residents and may
apply to any offshore acquisitions that we make in the future.



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Under the currently applicable foreign exchange regulations, PRC resident shareholders must amend
and update their foreign exchange registrations with the local branches of SAFE when their offshore special purpose vehicles undergo material events or changes with respect to the basic information, such as changes to the name, the operation term or
the identity of PRC resident shareholders, or increases or decreases in the investment amount, share transfers or exchanges, or mergers or divisions. In July 2014, SAFE promulgated Circular 37, pursuant to which, a PRC resident shareholder is only
required to register the offshore special purpose vehicle that such shareholder directly owns the equity interests in, or the First Level SPVs. However, it is uncertain whether the PRC resident shareholders are required to amend the registrations if
their offshore special purpose vehicles controlled by the First Level SPV undergo material events or changes. It is also uncertain whether Circular 37 would be retrospectively applicable to the transactions where the RPC resident shareholders should
amend the relevant registrations in accordance with other foreign exchange regulations. If any PRC resident shareholder fails to make the required registration or update the previously filed registration, the PRC subsidiary of that offshore special
purpose vehicle may be prohibited from distributing its profits and the proceeds from any reduction in capital, share transfer or liquidation to its offshore parent company, and the offshore parent company may also be prohibited from injecting
additional capital into its PRC subsidiary. Moreover, failure to comply with the various foreign exchange registration requirements described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

In connection with the strategic investment by AutoTrader Group, Inc., or AutoTrader Group, in November 2012, certain members of our
management purchased an aggregate of 2.4% of our total outstanding shares from a pre-IPO shareholder. In December 2013, we completed a follow-on public offering of 1,264,855 ADSs, each representing one ordinary share, at the public offering price of
US$30.00 per ADS. A selling shareholder also offered and sold 1,484,345 ordinary shares. The aforesaid management members who are PRC residents and our ultimate shareholders have not amended their existing foreign exchange registration to reflect
the change of their shareholding as a result of the aforesaid transactions in accordance with the then-effective foreign exchange registration regulations.As a result of the promulgation of Circular 37, it is uncertain whether our PRC
resident shareholders would be required to amend the relevant existing foreign exchange registrations for the aforesaid transactions, which were consummated prior to the promulgation of Circular 37 and did not affect their shareholdings in the First
Level SPVs. It is also uncertain whether SAFE would determine that our PRC resident shareholders have failed to amend their existing foreign exchange in time in accordance with the foreign exchange regulations then in effect. If SAFE determines that
the amendments are required, we will procure the relevant management members to file for such amendments. However, we cannot assure you that all shareholders of our company who are PRC residents will continue to take necessary actions to fully
comply with the foreign exchange regulations. We cannot assure you that we will continue to be informed of identities of all PRC residents holding direct or indirect interest in our company in the future. Failure or inability of such individuals and
our PRC resident shareholders to comply with the registration requirements set forth in foreign exchange regulations may subject these PRC resident shareholders to fines and legal sanctions and may also limit our ability to contribute additional
capital into our PRC subsidiaries, limit the ability of our PRC subsidiaries to distribute dividends and other proceeds to us or otherwise adversely affect our business.

Furthermore, as the interpretation and implementation of these foreign exchange regulations has been constantly evolving and may be uncertain
under certain circumstances, it is unclear how these regulations, and any future regulation concerning offshore transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a
more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. In
addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations.

Governmental control of currency conversion may affect the value of your investment.

Under the PRC law, Renminbi is freely convertible to foreign currencies with respect to current account transactions, but not with
respect to capital account transactions. We receive all our revenues in Renminbi. Under our current corporate structure, our income is primarily derived from dividend payments from our PRC subsidiaries. Shortages in the availability of
foreign currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency-denominated obligations. Approval or registration from SAFE
or its local branch is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. Dividend payments are current account
transactions, which can be made in foreign currencies by complying with certain procedural requirements but do not require prior approval from SAFE. The PRC government may also exercise its discretion to restrict access in the future to foreign
currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our
shareholders, including holders of our ADSs.

Fluctuations in exchange rates of the Renminbi could materially affect our reported results of
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The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set
by the Peoples Bank of China. The PRC government allowed the Renminbi to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, this appreciation halted and the exchange rate
between the RMB and the U.S. dollar remained within a narrow band. After June 2010, the RMB began to appreciate against the U.S. dollar again, although there have been some periods when it has lost value against the U.S. dollar, as it did for
example during 2014. The RMB depreciated by 4.22% against the U.S. dollar in 2015. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.

As we may rely on dividends and other fees paid to us by our subsidiaries and structured entities in China, any significant revaluation of the
Renminbi may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. For example, if we decide to convert our Renminbi into U.S. dollars for
the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us. In addition,
since the functional currency of our holding company, Bitauto Holdings Limited, is the U.S. dollar while the functional currency of our PRC subsidiaries and PRC structured entities is the Renminbi, appreciation or depreciation in the value of the
Renminbi relative to the U.S. dollar would have a positive or negative effect on our reported financial results, which may not reflect any underlying change in our business, results of operations or financial position.

PRC rules on mergers and acquisitions may make it more difficult for us to pursue growth through acquisitions.

On August 8, 2006, six PRC regulatory agencies, including the CSRC, promulgated the Regulations on Mergers and Acquisitions of Domestic
Companies by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009. Among other things, the M&A Rules and recently issued regulations and rules concerning mergers and acquisitions
established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. For example, the M&A Rules require that the Ministry of Commerce be notified in advance of
any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds under the Provisions on Thresholds for Prior Notification of
Concentrations of Undertakings, issued by the State Council on August 3, 2008, are triggered. According to the Implementing Rules Concerning Security Review on the Mergers and Acquisitions by Foreign Investors of Domestic Enterprises issued by the
Ministry of Commerce in August 2011, mergers and acquisitions by foreign investors involved in an industry related to national security are subject to strict review by the Ministry of Commerce. These rules also prohibit any transactions attempting
to bypass such security review, including by controlling entities through contractual arrangements. We believe that our business is not in an industry related to national security. However, we cannot preclude the possibility that the Ministry of
Commerce or other government agencies may publish interpretations contrary to our understanding or broaden the scope of such security review in the future. Although we have no current plans to make any acquisitions, we may elect to grow our business
in the future in part by directly acquiring complementary businesses in China. Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining
approval from the Ministry of Commerce, may delay or inhibit our ability to complete such transactions.

PRC regulations on loans and direct
investments by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC entities.



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As an offshore holding company of our PRC subsidiaries, we may make loans to our PRC subsidiaries
and structured entities, or we may make additional capital contributions to our PRC subsidiaries. Such loans to our subsidiaries or structured entities in China and capital contributions are subject to PRC regulations and approvals. For example,
loans by us to our subsidiaries cannot exceed statutory limits and must be registered with SAFE, or its local branch. Besides SAFE registration, loans to structured entities may also need government approval. Capital contributions to our PRC
subsidiaries must be approved by the PRC Ministry of Commerce or its local counterpart. In addition, the PRC government also restricts the convertibility of foreign currencies into Renminbi and use of the proceeds. On August 29, 2008, the State
Administration of Foreign Exchange, or SAFE, promulgated Circular 142, a notice regulating the conversion by a foreign-invested company of foreign currency into Renminbi by restricting how the converted Renminbi may be used. The circular requires
that Renminbi converted from the foreign currency-denominated capital of a foreign-invested company may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments
in the PRC unless otherwise provided by laws and regulations. In addition, SAFE strengthened its oversight of the flow and use of Renminbi funds converted from the foreign currency denominated capital of a foreign-invested company. The use of such
Renminbi may not be changed without approval from SAFE, and may not be used to repay Renminbi loans if the proceeds of such loans have not yet been used for purposes within the companys approved business scope. On March 30, 2015, the SAFE
promulgated Circular 19, which took effect and replaced Circular 142 from June 1, 2015. Although Circular 19 allows for the use of RMB converted from the foreign currency-denominated capital for equity investments in the PRC, the restrictions will
continue to apply as to foreign-invested enterprises use of the converted RMB for purposes beyond the business scope, for entrusted loans or for inter-company RMB loans. Violations of the applicable circulars and rules may result in severe
penalties, including substantial fines as set forth in the Foreign Exchange Administration Regulations. If our structured entities require financial support from us or our wholly owned subsidiaries in the future and we find it necessary to use
foreign currency-denominated capital to provide such financial support, our ability to fund our structured entities operations will be subject to statutory limits and restrictions, including those described above.

The applicable foreign exchange circulars and rules may significantly limit our ability to convert, transfer and use the net proceeds from any
offering of additional equity securities in China, which may adversely affect our business, financial condition and results of operations. We cannot assure you that we will be able to complete the necessary government registrations or obtain the
necessary government approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiaries or with respect to future capital contributions by us to our PRC subsidiaries. If we fail to complete such registrations or
obtain such approvals, our ability to contribute additional capital to fund our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business.

Increases in labor costs and enforcement of stricter labor laws and regulations in the PRC may adversely affect our business and our profitability.

Chinas overall economy and the average wage in China have increased in recent years and are expected to continue to grow.
The average wage level for our employees has also increased in recent years. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to pass on these increased labor costs to the product
providers or corporate borrowers who pay for our services, our profitability and results of operations may be materially and adversely affected.

In addition, we have been subject to stricter regulatory requirements in terms of entering labor contracts with our employees and paying
various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and childbearing insurance to designated government agencies for the benefit of our employees. Pursuant
to the PRC Labor Contract Law, or the Labor Contract law, that became effective in January 1, 2008, as amended on December 28, 2012 and effective as of July 1, 2013, and its implementation rules that became effective in September 2008, employers are
subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees probation and unilaterally terminating labor contracts. In the event that we decide to terminate some
of our employees or otherwise change our employment or labor practices, the Labor Contract Law and its implementation rules may limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our
business and results of operations.

On October 28, 2010, the Standing Committee of the National Peoples Congress promulgated the
PRC Social Insurance Law, or the Social Insurance Law, which became effective on July 1, 2011. According to the Social Insurance Law, employees must participate in pension insurance, work-related injury insurance, medical insurance, unemployment
insurance and maternity insurance and the employers must, together with their employees or separately, pay the social insurance premiums for such employees.

As the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that our employment
practice do not and will not violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations. If we are deemed to have violated relevant labor laws and regulations, we could be required to
provide additional compensation to our employees and our business, financial condition and results will be adversely affected.



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Dividends we receive from our subsidiaries located in the PRC may be subject to PRC withholding tax, which
could materially and adversely affect the amount of dividends, if any, we may pay our shareholders or ADS holders.

The PRC
Enterprise Income Tax Law, or the EIT Law, classifies enterprises as resident enterprises and non-resident enterprises. The EIT Law provides that an income tax rate of 20% may be applicable to dividends payable to non-resident investors, which (i)
do not have an establishment or place of business in the PRC or (ii) have an establishment or place of business in the PRC but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends
are derived from sources within the PRC. The State Council of the PRC reduced such rate to 10% through the implementation regulations of the EIT Law. Further, pursuant to the Double Tax Avoidance Arrangement between Hong Kong and Mainland China and
the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties issued on February 20, 2009 by the State Administration of Taxation, if a Hong Kong resident enterprise owns more than 25% of the equity interest in
a company in China at all times during the 12-month period immediately prior to obtaining a dividend from such company, the 10% withholding tax on dividends is reduced to 5% provided certain other conditions and requirements under the Double Tax
Avoidance Arrangement between Hong Kong and Mainland China and other applicable PRC laws are satisfied at the discretion of relevant PRC tax authority. We are a Cayman Islands holding company and we have wholly owned subsidiaries in Hong Kong which
in turn holds 100% of the equity interest of our PRC subsidiaries. Substantially all of our income may be derived from dividends we receive from BBII and our other PRC subsidiaries. If we and our Hong Kong subsidiary are considered as non-resident
enterprises and our Hong Kong subsidiary is considered as a Hong Kong resident enterprise under the Double Tax Avoidance Arrangement and is determined by the competent PRC tax authority to have satisfied relevant conditions and requirements, then
the dividends paid to our Hong Kong subsidiaries by BBII and our other PRC subsidiaries may be subject to the reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. However, based on the Notice on Certain Issues with Respect to
the Enforcement of Dividend Provisions in Tax Treaties, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven,
such PRC tax authorities may adjust the preferential tax treatment; and based on the Notice on the Comprehension and Recognition of Beneficial Owner in Tax Treaties issued on October 27, 2009 by the State Administration of Taxation, conduit
companies, which are established for the purpose of evading or reducing tax, transferring or accumulating profits, shall not be recognized as beneficial owner and thus are not entitled to the abovementioned reduced income tax rate of 5% under the
Double Tax Avoidance Arrangement. If we are required under the EIT Law to pay income tax for any dividends we receive from our subsidiaries in China, or if our Hong Kong subsidiaries are determined by PRC government authority as receiving benefits
from reduced income tax rate due to a structure or arrangement that is primarily tax-driven, it would materially and adversely affect the amount of dividends, if any, we may pay to our shareholders and ADS holders.

Under the EIT Law, we may be classified as a resident enterprise of China; such classification could result in unfavorable tax consequences
to us and our non-PRC shareholders and materially and adversely affect our results of operations and financial condition.

Under
the EIT Law, an enterprise established outside of China with de facto management body within China is considered a resident enterprise, meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise
income tax purposes. The implementing rules of the EIT Law define de facto management body as substantial and overall management and control over the production and operations, personnel, accounting, and properties of the
enterprise. On April 22, 2009, the State Administration of Taxation, or the SAT, issued a circular, or SAT Circular 82, which provides certain specific criteria for determining whether the de facto management body of a PRC-controlled
enterprise that is incorporated offshore is located in China. In addition, a bulletin issued by the SAT issued on July 27, 2011, which became effective September 1, 2011, provided more guidance on the implementation of Circular 82. This bulletin
clarifies matters including resident status determination, post-determination administration and competent tax authorities. Although the SAT Circular 82 and the bulletin only apply to offshore enterprises controlled by PRC enterprises or PRC
enterprise groups, not those controlled by PRC individuals or foreigners, the determining criteria set forth in the SAT Circular 82 may reflect the SATs general position on how the de facto management body text should be applied in
determining the tax resident status of all offshore enterprises, regardless of whether they are controlled by PRC enterprises or individuals.



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Although we do not believe that our legal entities organized outside of the PRC constitute PRC
resident enterprises, it is possible that the PRC tax authorities could reach a different conclusion. If the PRC tax authorities determine that our Cayman Islands company is a resident enterprise for PRC enterprise income tax purposes, a
number of PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations; in our case, this would mean that income
such as interest on our public offering proceeds and other income sourced from outside the PRC would be subject to PRC enterprise income tax at a rate of 25%. Second, the EIT Law provides that dividends paid between qualified resident
enterprises are exempt from enterprise income tax. It is unclear whether the dividends we receive from BBII will constitute dividends between qualified resident enterprises and would therefore qualify for tax exemption, because the
definition of qualified resident enterprises is unclear and the relevant PRC government authorities have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC
enterprise income tax purposes. Third, dividends payable by us to our non-PRC resident enterprise investors and gains on the sale of shares by such non-PRC resident enterprise investors may be subject to PRC enterprise income tax at a rate of 10%
and such dividends and gains earned by non-PRC resident individual investors may be subject to PRC individual income tax at a rate of 20%. It is unclear whether, if we were considered a PRC resident enterprise, our non-resident investors would be
able to claim the benefit of income tax treaties or agreements entered into between China and other countries or regions.

In addition to
the uncertainty as to the application of the resident enterprise classification, there can be no assurance that the PRC Government will not amend or revise the taxation laws, rules and regulations to impose stricter tax requirements,
higher tax rates or retroactively apply the EIT Law, or any subsequent changes in PRC tax laws, rules or regulations. If such changes occur and/or if such changes are applied retroactively, such changes could materially and adversely affect our
results of operations and financial condition.

Discontinuation of any of the preferential tax treatments currently available to us in the PRC or
imposition of any additional PRC taxes on us could adversely affect our financial position and results of operations.

BBII
enjoyed a five-year tax holiday in 2007 and was eligible to enjoy a two-year exemption from enterprise income tax followed by a three-year half reduction of enterprise income tax under the 2007 circular No. 39, or Circular 39. In December 2008, BBII
was designated by the Beijing Municipal Science and Technology Commission as High and New Technology Enterprise under the EIT Law and received the High and New Technology Enterprise certificate jointly issued by the Beijing Municipal
Science and Technology Commission, Beijing Finance Bureau, and Beijing State and Local Tax Bureaus.

On April 21, 2010, the State
Administration of Taxation of China, or SAT, issued a Circular on Further Clarification Concerning the Implementation Standards of Corporate Income Tax Incentives in Grandfathering Period, or Circular 157, stating that enterprises recognized as
high and new technology enterprises strongly supported by the state and eligible to enjoy a two-year exemption from enterprise income tax followed by a three-year half reduction of enterprise income tax under Circular 39, may choose
between the reduced tax rate of 15% applicable to high and new technology enterprises strongly supported by the state and the tax exemption/reduction provided in Circular 39. Enterprises are not allowed to enjoy the 50% reduction of the
preferential tax rate for high and new technology enterprises strongly supported by the state, which is 15%. Circular 157 applies retroactively from January 1, 2008.

Circular 157 was previously determined to be applicable to BBII in prior years and therefore, BBII was not allowed to enjoy the 50% reduction
of the preferential tax rate of 15% according to Circular 157, and the applicable income tax rate for BBII was 10% and 11% for 2009 and 2010, respectively. However, in 2011, it was accepted by local governmental authority that BBII was also eligible
for the 50% reduction of the preferential tax rate for high and new technology enterprises strongly supported by the state of 15%. Therefore, the income tax rate applicable for BBII was 7.5% for the years ended 2009, 2010 and 2011. In
October 2011 and 2014, BBII successfully renewed its High and New Technology Enterprise status for another three years and will be able to enjoy a preferential income tax rates of 15% for the year ended December 31, 2016 as long as it
maintains its qualification and continues to meet the relevant requirements as a High and New Technology Enterprise.



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In December 2011, Beijing Bit EP Information Technology Company Limited, or Bit EP, was qualified
as a software enterprise and will enjoy a two-year exemption from enterprise income tax followed by a three-year half reduction of enterprise income tax from the first fiscal year when Bit EP becomes profitable since December 2011. A
notice issued by the relevant Beijing governmental authority in April 2013 requires enterprises established after January 1, 2011 with software enterprise qualification, like Bit EP, to re-apply for such qualification in accordance with
requirements under the Administrative Measures for the Recognition of Software Enterprise issued by relevant PRC authority in February 2013, which took effect from April 1,2013, or the New
Software Enterprise Measures. Bit EP obtained the software enterprise qualification under the New Software Enterprise Measures in May 2013. In December 2013, Target Net was qualified as a High and New Technology Enterprise
under the EIT law and it will enjoy a preferential income tax rate of 15% for the year ended December 31, 2016 as long as Target Net maintains its qualification and continues to meet the relevant requirements as a High and New Technology
Enterprise. In December 2014, Bitauto (Xian) Information Technology Co., Ltd. or Bitauto Xian, was qualified as a software enterprise and now enjoys a two-year exemption from enterprise income tax followed by a
three-year half reduction of enterprise income tax from the first fiscal year when Bitauto Xian becomes profitable since December 2014. If BBII, Bit EP, Target Net or Bitauto Xian fails to maintain its qualification, their applicable EIT
rates may increase to up to 25%, which could have a material adverse effect on our results of operations.

We face uncertainty with respect to
indirect transfers of equity interests in PRC resident enterprises by their non-PRC shareholders.

The PRC tax authorities have
enhanced their scrutiny over the non-resident enterprises direct or indirect transfer of equity interests in a PRC resident enterprise by promulgating and implementing the Notice on Issues Concerning Process of Enterprise Income Tax in
Enterprise Restructuring Business, or SAT Circular 59 and the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the SAT, on December 10, 2009 with
retroactive effect from January 1, 2008. Under Circular 698, except the purchase and sale of equity interests through a public securities market, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise
indirectly by disposition of the equity interests of an overseas holding company, or an Indirect Transfer, the non-resident enterprise, being the transferor, may be subject to PRC enterprise income tax, if the Indirect Transfer is considered as an
abusive use of the holding company structure without reasonable commercial purposes. As a result, gains derived from such Indirect Transfer may be subject to PRC tax at a rate of up to 10%. Circular 698 also provides that, where a non-PRC resident
enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority is entitled to make a reasonable adjustment to the taxable income of the
transaction.

On February 3, 2015, the SAT issued Public Notice 7 which extends its tax jurisdiction to capture not only Indirect Transfer
as set forth under Circular 698 but also transactions involving the transfer of real property in China and assets of an establishment or a place in the PRC by a foreign company through the offshore transfer of a foreign intermediate holding company.
Public Notice 7 also interprets the term transfer of the equity interest in a foreign intermediate holding company broadly. In addition, Public Notice 7 further clarifies certain criteria on how to assess reasonable commercial purposes
and introduces safe harbor scenarios applicable to internal group restructurings. However, it also imposes burdens on both the foreign transferor and the transferee of the Indirect Transfer as they are required to make a self-assessment on whether
the transaction should be subject to PRC tax and whether to file or withhold the PRC tax accordingly.

Public Notice 7 and its
interpretation by relevant PRC authorities clarify that an exemption provided by Circular 698 for transfers of shares in a publicly-traded entity that is listed overseas is available if the purchase of the shares and the sale of the shares both take
place in open-market transactions. However, if a shareholder of an entity that is listed overseas purchases shares in the open market and sells them in a private transaction, or vice versa, PRC tax authorities might deem such a transfer to be
subject to Circular 698 and Public Notice 7, which could subject such shareholder to additional reporting obligations or tax burdens. Accordingly, if a holder of our ADSs or ordinary shares purchases our ADSs or ordinary shares in the open market
and sells them in a private transaction, or vice-versa, and fails to comply with Circular 698 or Public Notice 7, the PRC tax authorities may take actions, including requesting us to provide assistance for their investigation or impose a penalty on
us, which could have a negative impact on our business operations. In addition, since we may pursue acquisitions as one of our growth strategies, and may conduct acquisitions involving complex corporate structures, PRC tax authorities might impose
taxes on capital gains or request that we submit additional documentation for their review in connection with any potential acquisitions, which may cause us to incur additional acquisition costs or delay our acquisition timetable.

The PRC tax authorities have discretion under SAT Circular 59, Circular 698 and Public Notice 7 to make adjustments to the taxable capital
gains based on the difference between the fair value of the equity interests transferred and the cost of investment. We may pursue acquisitions in the future that involve complex corporate structures. If we are considered a non-resident enterprise
under the PRC Enterprise Income Tax Law and if the PRC tax authorities make adjustments to the taxable income of these transactions under SAT Circular 59, Circular 698 or Public Notice 7, our income tax expenses associated with such potential
acquisitions will be increased, which may have an adverse effect on our financial condition and results of operations.



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Certain of our leased property interests may be defective and we may be forced to relocate operations
affected by such defects, which could cause significant disruption to our business and have a negative impact on our operation and financial results.

As of December 31, 2015, we had leased properties in 70 cities in China. With respect to 18 of these leased properties, the lessors failed to
provide property title certificates proving the title ownership of these lessors.According to PRC laws, rules and regulations, in situations where a landlord lacks evidence of the title or the right to lease, the relevant lease
agreement may not be valid or enforceable under PRC laws, rules and regulations, and may also be subject to challenge by third parties. However, we cannot assure you that such defects will be cured in a timely manner or at all. Our business may be
interrupted and additional relocation costs may be incurred if we are required to relocate operations affected by such defects. Moreover, if our lease agreements are challenged by third parties, it could result in diversion of management attention
and cause us to incur costs associated with defending such actions, even if such challenges are ultimately determined in our favor. In addition, our lease agreements have not been registered with competent governmental authority. According to PRC
laws, rules and regulations, the failure to register the lease agreement will not affect its effectiveness between the tenant and the landlord, however, the landlord and the tenant may be subject to administrative fines of up to RMB10,000 each for
such failure to register the lease. As of the date hereof, we are not aware of any action, claim or investigation being conducted or threatened by the competent government authorities with respect to the defects in our leased properties.However, if we are fined or penalized by government authorities due to our lessors failure to register our lease agreements, our business and financial condition may be negatively impacted.

We may be required to register our offices outside of our corporate residence address as branch offices under PRC law and any failure to do so may
subject our centers to shut-down or penalties.

A company that uses an office in a location outside its corporate residence
address to conduct business operation must register such office as a branch company with the competent local authority. In addition, as we expand our operations, we may need to register additional branch companies from time to time. As of the
date of this report, we have not registered approximately half of the locations outside of the corporate residence addresses as branch companies. However, whether an operating place will be deemed as having business nature or otherwise qualified for
branch company registration is subject to the sole discretion of the government authorities. We cannot assure you that the governmental authorities will take the same view with us on whether an operating place is required or qualified to be
registered as a branch company. We plan to apply for the registration of the relevant offices and we cannot assure you whether the registration can be completed in a timely manner. Although we have not been subject to any query or investigation by
any PRC government authority regarding the absence of such registration, if the PRC regulatory authorities determine that we are in violation of the relevant laws and regulations, we may be subject to penalties, including fines, confiscation of
income and suspension of operation. If we become subject to these penalties, our business, results of operations, financial condition and prospects could be materially and adversely affected.

Failure to comply with PRC regulations regarding the registration requirements for employee stock option plans may subject our PRC plan participants or
us to fines and other legal or administrative sanctions.

Under relevant PRC rules and regulations, PRC citizens who are granted
stock options by an overseas publicly listed company are required, through a qualified PRC domestic agent or PRC subsidiaries of such overseas publicly-listed company, to register with SAFE and complete certain other procedures. In addition, the
registration must be amended within three months after the occurrence of any material changes to the underlying plan. As of the date of this annual report, we have adopted three employee stock option plans, and these grantees, through BBII, have
registered and updated the registration with SAFE. Nevertheless, if in the future, we or our PRC grantees fail to comply with these regulations, we or such employees may be subject to fines and other legal or administrative sanctions.

Risks Related to Our ADSs

The market price for our
ADSs may continue to be volatile.



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The trading prices of our ADSs have been, and are likely to continue to be, volatile and could
fluctuate widely due to factors beyond our control. The trading prices of our ADSs ranged from US$22.0 to US$95.0 in 2015 and from US$16.09 to US$28.60 to date in 2016. This was partly because of broad market and industry factors, such as the
performance and fluctuation in the market prices or the underperformance or declining financial results of other companies based in China that have listed their securities in the United States in recent years. The securities of some of these
companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of other PRC companies securities
after their offerings may affect the attitudes of investors toward PRC companies listed in the United States, which consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. The recent ongoing
administrative proceedings brought by SEC against five accounting firms in China, alleging that they refused to hand over documents to the SEC for ongoing investigations into certain China-based companies, occurs at a time when accounting scandals
have eroded investor appetite for China-based companies. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other PRC companies may also
negatively affect the attitudes of investors towards PRC companies in general, including us, regardless of whether we have conducted any inappropriate activities. In addition, securities markets may from time to time experience significant price and
volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the market price of our ADSs. In addition, the market price for our ADSs is likely to continue to be highly volatile and subject
to wide fluctuations in response to factors including the following:



| |  |  | actual or anticipated fluctuations in our quarterly operating results and changes or revisions of our expected results;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | announcements of new services by us or our competitors;
| | - |  | -------------------------------------------------------



| |  |  | changes in financial estimates or recommendations by securities analysts;
| | - |  | -------------------------------------------------------------------------



| |  |  | conditions in the automobile or advertising industries in China;
| | - |  | ----------------------------------------------------------------



| |  |  | changes in the economic performance or market valuations of other companies that provide internet content and marketing services to automakers and dealers;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | fluctuations of exchange rates between the Renminbi and the U.S. dollar or other currencies;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | additions or departures of senior management;
| | - |  | ---------------------------------------------



| |  |  | release or expiration of transfer restrictions on our outstanding ordinary shares or ADSs;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | sales or perceived potential sales of additional ordinary shares or ADSs;
| | - |  | -------------------------------------------------------------------------



| |  |  | pending or potential litigation or administrative investigations; and
| | - |  | ---------------------------------------------------------------------



| |  |  | general economic or political conditions in China.
| | - |  | --------------------------------------------------

We may need additional capital, and the
sale of additional ADSs or other equity securities could result in additional dilution to our shareholders.

We believe that our current
cash and cash equivalents and anticipated cash flow from operations and proceeds from public offerings will be sufficient to meet our anticipated cash needs for ordinary operation in the foreseeable future.We may, however, require
additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell
additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and
could result in operating and financing covenants that would restrict our operations. It is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our ADSs for return on your investment.

We intend to retain most, if not all, of our available funds and earnings to fund the development and growth of our business. As
a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source for any future dividend income.



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Our board of directors has significant discretion as to whether to distribute dividends. Even if
our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the
amount of distributions, if any, received by us from our subsidiaries, our financial position, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs will likely
depend entirely upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in our ADSs and
you may even lose your entire investment in our ADSs.

Substantial future sales or perceived potential sales of our ADSs in the public market could
cause the price of our ADSs to decline.

Sales of our ADSs or ordinary shares in the public market, or the perception that these
sales could occur, could cause the market price of our ADSs to decline. Such sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. Any future sales of a
substantial number of our ADSs in the public market could cause the price of our ADSs to decline.

You may not have the same voting rights as the
holders of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote.

Except as
described in this annual report and in the deposit agreement, holders of our ADSs will not be able to exercise voting rights attaching to the shares represented by our ADSs on an individual basis. Holders of our ADSs will appoint the depositary or
its nominee as their representative to exercise the voting rights attaching to the shares represented by the ADSs. You may not receive voting materials in time to instruct the depositary to vote, and it is possible that you, or persons who hold
their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote. Upon our written request, the depositary will distribute to you a shareholder meeting notice which contains, among other things, a
statement as to the manner in which your voting instructions may be given, including an express indication that such instructions may be given or deemed given to the depositary to give a discretionary proxy to a person designated by us if no
instructions are received by the depositary from you on or before the response date established by the depositary and voting takes place at the shareholder meeting by poll. However, no voting instruction shall be deemed given and no such
discretionary proxy shall be given with respect to any matter as to which we inform the depositary that (i) we do not wish such proxy given, (ii) substantial opposition exists, or (iii) such matter may materially and adversely affect the rights of
shareholders. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights
to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ADSs. Furthermore, the depositary and its agents will not be responsible for any
failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ADSs are not voted as you
requested. In addition, in your capacity as an ADS holder, you will not be able to call a shareholders meeting.

You may not be able to
participate in rights offerings and may experience dilution of your holdings as a result.

We may from time to time distribute
rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to you in the United States unless we register both the rights and the securities to which the rights relate under the Securities Act or
an exemption from the registration requirements is available. Under the deposit agreement, the depositary will not make rights available to you unless both the rights and the underlying securities to be distributed to ADS holders are either
registered under the Securities Act or exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement
to be declared effective and we may not be able to establish a necessary exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings and may experience dilution in your holdings.

You may not receive dividends or other distributions if it is unlawful or impracticable to make them available to you.

The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary
shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, determine that it is unlawful or
impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than
the cost of mailing them. In these cases, the depositary may determine not to distribute such property to you.

You may be subject to limitations on
transfer of your ADSs.



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Your ADSs are transferable on the books of the depositary. However, the depositary may close its
transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books
of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

You may face difficulties in protecting your interests, and your ability to protect your rights through the United States federal courts may be
limited because we are incorporated under Cayman Islands law, we conduct substantially all of our operations in China and the majority of our directors and officers reside outside the United States.

We are incorporated in the Cayman Islands and conduct substantially all of our operations in China through our PRC subsidiaries. A majority of
our directors and officers reside outside the United States and a substantial portion of their assets are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these
individuals in the Cayman Islands or in China in the event that you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands
and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the
Cayman Islands will recognize as a valid judgment, a final and conclusive judgment in personam obtained in a federal or state court of the United States under which a sum of money is payable (other than a sum of money payable in respect of multiple
damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon; provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did
not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence
relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.

Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and by the
Companies Law and common law of the Cayman Islands. The rights of shareholders to take legal action against us and our directors, actions by minority shareholders and the fiduciary responsibilities of our directors are to a large extent governed by
the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which provides persuasive, but not binding,
authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the
United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection. In addition, Cayman Islands companies may not have standing to initiate a shareholder
derivative action in United States federal courts.

As a result, our public shareholders may have more difficulty in protecting their
interests through actions against us, our management, our directors or our major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Our memorandum and articles of association contain anti-takeover provisions that could adversely affect the rights of holders of our ordinary shares and
ADSs.

Our memorandum and articles of association contains certain provisions that could limit the ability of others to acquire
control of our company, including a provision that grants authority to our board of directors to establish from time to time one or more series of preference shares without action by our shareholders and to determine, with respect to any series of
preference shares, the terms and rights of that series. The provisions could have the effect of depriving our shareholders of the opportunity to sell their shares, including shares represented by ADSs, at a premium over the prevailing market price
by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transactions.

We are exempt from certain
corporate governance requirements of the NYSE and we have elected to rely on certain exemptions.

Certain corporate governance
practices in the Cayman Islands, which is our home country, are considerably different than the standards applied to U.S. domestic issuers. We are exempt from certain corporate governance requirements of the NYSE by virtue of being a foreign private
issuer. For example, we are not required to:



| |  |  | have a majority of the board be independent (other than due to the requirements for the audit committee under the Exchange Act);
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | have regularly scheduled executive sessions with only non-management directors;
| | - |  | -------------------------------------------------------------------------------



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| |  |  | have a fully independent nominating and corporate governance committee;
| | - |  | -----------------------------------------------------------------------



| |  |  | have at least one executive session of solely independent directors each year; or
| | - |  | ---------------------------------------------------------------------------------



| |  |  | seek shareholder approval for (i) the implementation and material revisions of the terms of share incentive plans, (ii) the issuance of more than 1% of our outstanding ordinary shares or 1% of the voting power
outstanding to a related party, (iii) the issuance of more than 20% of our outstanding ordinary shares, and (iv) an issuance that would result in a change of control.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We have elected to follow home country practice with respect to the above. Other than these practices, there have been no significant
differences between our corporate governance practices and those followed by U.S. domestic companies under the requirements of NYSE rules, except that during the period from February 16, 2015 to March 4, 2015, our audit committee was comprised
of only two members, both of whom were independent directors.

Our shareholders may be afforded less protection than they otherwise would
under the NYSE corporate governance listing standards applicable to U.S. domestic issuers.

We may be classified as a passive foreign investment
company for United States federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. holders of our ADSs or ordinary shares.

For U.S. federal income tax purposes, non-United States corporation, such as our company, will be treated as a passive foreign investment
company, or PFIC, for any taxable year if either (i) 75% or more of its gross income for such year consists of certain types of passive income, or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly
average) during such year is attributable to assets that produce passive income or are held for the production of passive income (the asset test). Although the law in this regard is unclear, we treat our PRC structured entities as being
owned by us for U.S. federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate
their results of operations in our consolidated financial statements. If it were determined, however, that we are not the owner of our PRC structured entities for U.S. federal income tax purposes, we would likely be treated as a PFIC.

Assuming we are the owner of our PRC structured entities for U.S. federal income tax purposes, and based on our income, assets, and the market
price of our ADSs, we do not believe that we were a PFIC for the taxable year ended December 31, 2015. However, there is a significant risk that we will be a PFIC for our taxable year ending December 31, 2016, and future taxable years unless the
market price of our ADSs increases and/or we invest a substantial amount of cash and other passive assets we hold in assets that produce or are held for the production of non-passive income Because the determination of whether we will be or become a
PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, on the composition of our income and assets, no assurance can be given with respect to our PFIC status for any taxable year. Fluctuations in the market price of our ADSs
may cause us to become a PFIC for the current or subsequent taxable years because the value of assets for the purpose of the asset test, including the value of our goodwill and unbooked intangibles, may be determined by reference to the market price
of our ADSs from time to time (which may be volatile). Furthermore, the composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets. Under circumstances where our revenue from activities that produce
passive income significantly increase relative to our revenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may
substantially increase. In addition, because there are uncertainties in the application of the relevant rules, it is also possible that the Internal Revenue Service may challenge our classification of certain income and assets as non-passive, which
may result in our company being or becoming classified as a PFIC for the current year or future taxable years.

If we were to be
classified as a PFIC, a U.S. Holder (as defined in Item 10. Additional InformationE. TaxationCertain United States Federal Income Tax ConsiderationsGeneral) may incur significantly increased U.S. federal income tax on
gain recognized on the sale or other disposition of the ADSs or ordinary shares and on the receipt of distributions on the ADSs or ordinary shares to the extent such distribution is treated as an excess distribution under U.S. federal
income tax rules. Further, if we are classified as a PFIC for any year during which a U.S. Holder holds our ADSs or ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our
ADSs or ordinary shares. We urge you to consult your tax advisor concerning the U.S. federal income tax consequences of holding and disposing of ADSs or ordinary shares if we are classified as a PFIC. For more information, see Item 10.
Additional InformationE. TaxationCertain United States Federal Income Tax ConsiderationsPassive Foreign Investment Company Rules.

Compliance with rules and regulations applicable to companies publicly listed in the United States is costly and complex and any failure by us to comply
with these requirements on an ongoing basis could negatively affect investor confidence in us and cause the market price of our ADSs to decrease.



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In addition to Section 404, the Sarbanes-Oxley Act also mandates, among other things, that
companies adopt corporate governance measures, imposes comprehensive reporting and disclosure requirements, sets strict independence and financial expertise standards for audit committee members, and imposes civil and criminal penalties for
companies, their chief executive officers, chief financial officers and directors for securities law violations. For example, in response to the Sarbanes-Oxley Act, the NYSE has adopted additional comprehensive rules and regulations relating to
corporate governance. These laws, rules and regulations have increased the scope, complexity and cost of our corporate governance and reporting and disclosure practices. Our current and future compliance efforts will continue to require significant
management attention. In addition, our board members, chief executive officer and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty
attracting and retaining qualified board members and executive officers to fill critical positions within our company. Any failure by us to comply with these requirements on an ongoing basis could negatively affect investor confidence in us, cause
the market price of our ADSs to decrease or even result in the delisting of our ADSs from the NYSE.

In the past, shareholders of a public
company often brought securities class action suits against the company following periods of instability in the market price of that companys securities. If we were involved in a class action suit, it could divert a significant amount of our
managements attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful,
could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial
condition and results of operations.

If we fail to maintain an effective system of internal controls over financial reporting, we may not be able
to accurately report our financial results or prevent fraud.

As a public company in the United States, we are subject to
reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such companys internal control over
financial reporting in its annual report, which contains managements assessment of the effectiveness of our internal control over financial reporting. In addition, an independent registered public accounting firm must attest to and report on
the effectiveness of our internal control over financial reporting. We have been subject to these requirements since the fiscal year ended December 31, 2011.

Our management has concluded that our internal control over financial reporting is effective as of December 31, 2015. Our independent
registered public accounting firm has issued an attestation report, which has concluded that our internal control over financial reporting was effective as of December 31, 2015. See Item 15. Controls and Procedures. However, if we fail
to maintain effective internal control over financial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a
reasonable assurance level. This could in turn result in loss of investor confidence in the reliability of our financial statements and negatively impact the trading price of our ADSs. Furthermore, we have incurred and anticipate that we will
continue to incur considerable costs, management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.



|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------



|A. | History and Development of the Company
|-- | --------------------------------------

Our holding company, Bitauto Holdings Limited,
was incorporated in the Cayman Islands on October 21, 2005. We conduct most of our business through our operating subsidiaries and structured entities in China.

Our operating subsidiaries include BBII, Bitauto Xian, Shanghai Yixin Financing Leasing Company Limited, or Shanghai Yixin, and
Techuang. BBII and Bitauto Xian was established in 2006 and 2014, respectively, and we own 100% of the equity of both companies through our wholly-owned subsidiary, Bitauto Hong Kong Limited, which was incorporated in Hong Kong in April 2010.
Shanghai Yixin and Techuang was established in 2014 and 2015, respectively, and both companies are wholly owned subsidiaries of Yixin Capital, in which we own 52.0% equity interest on an as-converted basis. See C. Organizational
Structure.

Beijing C&I Advertising Company Limited, or CIG, which was incorporated in 2002, is one of our structured entities
in China and provides digital marketing solutions to automakers. Beijing Bitauto Information Technology Company Limited, or BBIT, is another structured entity of ours and was incorporated in 2005. BBIT conducts our bitauto.com business that focuses
on new automobiles and subsequently expanded to start our taoche.com business that focuses on used automobiles in 2006.

In November 2010,
our ADSs began trading on the NYSE with the ticker symbol BITA.



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In June 2011, we set up Beijing Bit EP Information Technology Company Limited, or Bit EP, to
further strengthen our online marketing and CRM platform.

In November 2012, AutoTrader Group purchased an aggregate of 9,000,000 ordinary
shares from certain of our pre-IPO shareholders and became a shareholder of our company.

In November 2013, we entered into a framework
agreement to establish a joint venture with KBB, a leading provider of new and used car information in the United States, and CADA, a national organization representing automobile dealers in China, in order to provide automobile valuation services
in China. In July 2014, due to changes in commercial situations, the parties adjusted the transaction structure for the cooperation. As a result, we established a joint venture, Jingzhengu Holdings Limited (Jingzhengu), with KBB,
each holding 50% equity interest in Jingzhengu. In October 2014, Jingzhengu subscribed for 80% equity interest in a PRC company owned by CADA and formed a joint venture with CADA.

In December 2013, we completed a follow-on public offering of 1,264,855 ADSs, each representing one ordinary share, at the public offering
price of US$30.00 per ADS. A selling shareholder also offered and sold 1,484,345 ordinary shares in the form of ADSs.

In February 2015,
JD.com invested a combination of US$400 million in cash and certain resources, including exclusive access to the new and used car channels on JD.coms e-commerce sites and mobile apps together with additional support from its key
platforms, as consideration for our newly issued ordinary shares. Tencent invested US$150 million in exchange for our newly issued ordinary shares. In addition, JD.com and Tencent invested US$100 million and US$150 million, respectively,
in newly issued series A preferred shares of Yixin Capital, our subsidiary incorporated in the Cayman Islands. At the closing of the transactions, JD.com and Tencent held approximately 25% and 3.3% of our then outstanding shares on a fully diluted
basis, respectively, and JD.com and Tencent also held 17.7% and 26.6% of Yixin Capital, respectively. Currently, JD.com has one seat on our board of directors.

Due to certain restrictions under PRC law on foreign ownerships of entities engaged in internet and advertising businesses, we conduct most of
our operations in China through contractual arrangements among our PRC subsidiaries, our structured entities in China and the shareholders of these structured entities. As a result of these contractual arrangements, we control our structured
entities and have consolidated the financial information of these structured entities and their subsidiaries in our consolidated financial statements in accordance with IFRS. Earnings of these structured entities are or will be transferred to our
subsidiaries under the currently applicable contractual arrangements. The arrangements include exclusive business cooperation agreements and exclusive option agreements with the structured entities, which entitle our PRC subsidiaries to receive a
majority of structured entities residual returns. Under the arrangement, the earnings are transferred from our subsidiaries to us through dividends or other forms of distribution. In China, payment of dividends is also subject to certain
limitations. PRC regulations currently permit payment of dividends only out of accumulated profits as determined in accordance with PRC accounting standards and regulations. Under current PRC laws, regulations and accounting standards, each of our
PRC subsidiaries, is required to allocate at least 10% of its after-tax profit based on PRC accounting standards to its statutory reserves each year until the accumulative amount of those reserves reaches 50% of its registered capital. Although the
statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the
event of liquidation. At its discretion, each of our subsidiaries, as a foreign-invested enterprise, may allocate a portion of its after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserve funds and staff
welfare and bonus funds are not distributable as cash dividends.

Our principal executive offices are located at New Century Hotel Office
Tower, 6/F, No. 6 South Capital Stadium Road, Beijing, 100044, the Peoples Republic of China. Our telephone number at this address is (86-10) 6849-2345. Our registered office in the Cayman Islands is located at Offshore Incorporations (Cayman)
Limited, Floor 4, Willow House, Cricket Square, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands. Our agent for service of process in the United States is Law Debenture Corporate Services Inc., 400 Madison Avenue, 4th Floor, New
York, New York 10017.

See Item 5. Operating and Financial Review and ProspectsB. Liquidity and Capital Resources for
details regarding our capital expenditure.



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|B. | Business Overview
|-- | -----------------

Overview

We are a leading provider of internet content and marketing services for Chinas fast-growing automotive industry. Our bitauto.com and
taoche.com websites provide consumers with comprehensive up-to-date information on new and used automobile pricing and promotional information, specifications, reviews and consumer feedback. Our bitauto.com website was the most visited automotive
vertical website in China for new automobile pricing and promotional information in the fourth quarter of 2015; our taoche.com website is the largest used automobile vertical website in China in terms of unique visitors in the fourth quarter of
2015, according to iResearch. We also distribute our dealer customers automobile pricing and promotional information through over 590 internet service provider partners as of December 31, 2015. As a result, our automotive database and content
had broad consumer reach to Chinas internet users.

We managed our businesses in three segments in 2015, namely, advertising
business, EP platform business and digital marketing solutions business. Our advertising business offers a variety of advertising services mainly to automakers through our websites as well as mobile applications, which provide consumers with
comprehensive up-to-date automobile pricing and promotional information, specifications, reviews and consumer feedback. Our EP platform business provides web-based and mobile-based integrated digital marketing solutions to automobile customers in
China. The platform enables dealer subscribers to create their own online showrooms, list pricing and promotional information, provide dealer contact information, place advertisements and manage customer relationships to help them reach a broad set
of purchase-minded customers and effectively market their automobiles to consumers online. Since 2014, we have started providing automobile customers with transaction services, including our automobile transactions, CRM and online automotive
financial platform services, which are intended to optimize automobile purchase experience and facilitate completion of transactions. Our digital marketing solutions business provides automakers with one-stop digital marketing solutions, including
website creation and maintenance, online public relations, online marketing campaigns and advertising agent services. Beginning from the first quarter of 2016, we will report financial results across three business segments: advertising and
subscription business, transaction services business and digital marketing solutions business.

We have established a nationwide customer
base of dealers in China. Our EP platform subscribers increased from 13,612 in 2013 to over 21,000 in 2014 and to over 24,000 in 2015, while our used automobile listing customers increased from 5,200 in 2013 to over 9,000 in 2014 and to
approximately 19,000 in 2015.

In addition, we have a diverse base of automaker customers, to whom we provide advertising services and
digital marketing solutions. Of the approximately 82 major automakers in China, consisting of international and Chinese automobile manufacturers and their joint ventures, 77 placed advertisements on our bitauto.com website in 2015. Our diverse
customer base of automakers and dealers allows us to cross sell our services, which increases customer loyalty. We believe our customers value our ability to offer a wide range of high-value services and efficient solutions to assist them in
reaching a broad group of automobile consumers and influencing their purchase decisions.

In November 2013, we formed a joint venture with
KBB and CADA. This joint venture is expected to draw on our deep understanding of the local market and solid customer base within Chinas used car market, KBBs 87-year history of providing vehicle values, and CADAs unique position
in the industry, as well as its exclusive access to extensive data on Chinas used car market. The joint venture is intended to provide nationwide used vehicle valuation services on the internet and via mobile applications to consumers,
automakers and auto dealers, as well as insurance, finance and other automotive-related companies that seek used vehicle valuations. See Item 4. Information on the CompanyA. History and Development of the Company for details
regarding our joint venture with KBB and CADA.

In January 2015, we entered into agreements to form strategic partnership with JD.com, the
leading online direct sales company in China and listed on the Nasdaq Global Select Market, and Tencent, a leading provider of comprehensive internet services and listed on the Hong Kong Stock Exchange. In February 2015, JD.com and Tencent made
investments in us with a combination of US$550 million in cash and certain resources, and investments totaling US$250 million in cash in Yixin Capital, a subsidiary of Bitauto primarily engaged in online automotive financial platform business.

Our revenues were RMB1.44 billion, RMB2.46 billion and RMB4.01 billion (US$619.3 million) in 2013, 2014 and 2015, respectively. Under IFRS, we
had profits of RMB241.2 million and RMB489.1 million in 2013 and 2014, and losses of RMB416.5 million (US$ 64.3 million) in 2015, respectively.



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Our Services

Our advertising business

We generate advertising revenues through our bitauto.com website and, to a lesser extent, through our taoche.com website by
providing advertising services to automakers and other users of our services. In fiscal year 2015, advertising revenues from our taoche.com business are reported under our advertising business segment.

We display advertisements on our bitauto.com and taoche.com websites and allow extensive possibilities of user interactions
through rich media advertisements. Because visitors to our websites usually seek specific information relating to automobiles and therefore are more likely to be interested in making automobile purchases, our websites have become an ideal
destination for brand advertisements and promotional activities of automakers. We are able to achieve cost-effective and targeted advertising results for our customers through our proprietary technologies and placement algorithms that target
specific consumer segments. For example, we can display advertisements to consumers located in specific geographic areas based on internet protocol addresses. We can also display advertisements for particular automobile models or their competing
models to consumers based on the content of the web pages they are viewing. Furthermore, we also help our automaker customers plan and organize promotional events, which we consider as part of our bitauto.com advertising services. Our taoche.com
website focuses on selling advertisements to automakers with certified pre-owned automobile programs, including text-based, banner and rich media advertisements.

Starting in the first quarter of 2016, we will combine this business with our subscription business to form our advertising and subscription
business.

Our EP platform business

Our EP platform was developed based on our previous Easypass platform in 2012. Our EP platform business provides web-based and mobile-based
integrated digital marketing solutions to automobile customers in China. The platform enables dealer subscribers to create their own online showrooms, list pricing and promotional information, provide dealer contact information, place advertisements
and manage customer relationships, which help them effectively market their automobiles to consumers. Since 2014, we have started providing automobile customers with additional transaction services, including our automobile transactions, CRM and
online automotive financial platform services, which are intended to optimize automobile purchase experience and facilitate completion of transactions.

The standard service modules for new automobile dealers on the EP platform include the following:



| |  |  | Dealer Listing Service is provided to our EP platform subscribers to help them reach a broad base of purchase-minded consumers. We publish our EP platform subscribers new automobile pricing and promotional
information on, and link their online showrooms developed using our Autosite services to, our bitauto.com website. To further broaden our EP platform subscribers consumer reach, we have entered into arrangements with over 590 partners to
become their provider of automobile pricing and promotional information. We automatically feed such information to our partners from our proprietary new automobile database, which is regularly updated and maintained by our dealer customers. We may
pay a fixed fee to our major partners for their advertising space.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Autosite enables our EP platform subscribers to quickly set up their own online showrooms by choosing their preferred website templates that we have pre-designed and uploading their own content, such as pricing,
promotional and contact information as well as inventory information. The online showrooms developed using our service also has interactive features that allow consumers to make online reservations for test drives, indicate purchase interest and ask
questions and get answers online from our dealer customers. We also register and maintain independent internet domain names for Autosite users.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Ad Maker enables our EP platform subscribers to quickly make their own online advertisement by choosing their preferred professionally pre-designed advertisement materials and template. With Ad Maker, our EP platform
subscribers can easily edit their online advertisements without using professional photo software. We also provide advertisement storage space for our EP platform subscribers to save their advertisements on our servers free of charge.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Virtual Call Center provides a toll-free number to each dealer for consumer inquiries. Each toll-free number has a virtual voicemail on the EP platform. Approximately over 31 million call minutes were logged in 2015.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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In addition, we provide a variety of transaction services on the EP platform. These services are
in the early stage of development and currently include the following:



| |  |  | The automobile transaction service enables us to directly engage in potential transactions, efficiently find potential car buyers for dealers and automakers, and facilitate the completion of a transaction via our
online platforms including Huimaiche, our C2B automobile purchase platform, and Yiche Mall, our flagship e-commerce platform working directly with automotive manufacturers in China as well as our offline services provided to dealers, automakers and
car buyers.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our CRM services offer integrated customer relationship management solutions using cloud-based technology to help our EP platform subscribers establish a complete marketing and sales management system. Our CRM services
can help our EP platform subscribers in every step of their marketing and sales activities, such as looking for sales channels and sales opportunities, organizing sales events, managing customers files and sales forecast. The data analysis
function can help our EP platform subscribers manage, maintain and enhance customer relationship by analyzing their customers purchase history and preferences. With the support of marketing channels and social networks from our business
partners, it also improves the operating efficiency for EP platform subscribers wherein they can directly provide repair and maintenance services to car buyers.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The online automotive financial platform services provide a variety of funding approaches to potential car buyers, and this in turn increases the number of successful transactions. We offer automobile financial leasing
services to our customers and also cooperate with several leading commercial banks and automotive financing and leasing companies in China, which directly provide financing and leasing solutions to car buyers.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2013, 2014 and 2015, we had 13,612, over 21,000 and over 24,000 EP platform new automobile subscribers, respectively.

Starting in the first quarter of 2016, our transaction services on EP platform will be reported separately under a new business segment of
transaction services business.

Digital Marketing Solutions Business

Our digital marketing solutions business, operated through CIG, provides one-stop solutions to meet the digital advertising needs of
international and domestic automakers in China. We distinguish ourselves from many of the general advertising agencies with our in-depth knowledge of Chinas automotive industry and our ability to offer the following integrated advertising
solutions to automakers.



| |  |  | Online advertising. We cover all aspects of online advertising. Our in-house creative team works closely with automakers to make strategic plans and produce digital advertisements. We procure media space and
display periods from portals and automotive vertical websites, including bitauto.com and taoche.com. We place advertisements on behalf of our customers on these portals and websites to achieve cost-effective advertising results. We
monitor performance indicators such as the number of hits and clicks on online advertisements that we have placed using automatic monitoring tools. We analyze this data to optimize advertisement placing strategies for our automaker customers.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Website creation and maintenance. We provide website creation and maintenance services to our automaker customers. Our in-house creative team uses interactive and multimedia technologies to develop official
websites for our automaker customers. Our typical automaker customer may have many official websites developed for each of their automobile models, local automobile dealers or special promotional events.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Online public relations. We have extensive experience in handling our automaker customers daily online media interactions, monitoring online media coverage and developing and implementing strategies in
response to crisis.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Online marketing campaigns. We conduct cost-effective online marketing campaigns for our customers through performing in-depth market research of the target audience group, identifying the most effective
online media, creating and publishing campaign materials on multiple online mediums to help our automaker customers achieve their goals.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We believe our in-depth knowledge of Chinas automotive industry and our ability to offer integrated advertising solutions give us a
competitive advantage over other advertising services companies and have allowed us to establish a nationwide customer base. In many cases, we have expanded the scope of our business relationships with our advertising clients over time such that we
not only create, produce and place advertisements for our clients, but also participate in the formation of their branding and advertising strategies.



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We derive our revenues from the service fees paid by our customers for the digital marketing
solutions we provide as well as performance-based rebates from third party media vendors, which are usually a percentage of the purchase price for qualifying advertising space purchased by our customers. See Item 3. Key InformationD.
Risk FactorsRisks Related to Our Business and IndustryWe may not be able to continue to collect performance-based rebates for the advertisements we place on third-party websites, which is an important source of revenues for us.

Our Database

Our database is the
source of information on our bitauto.com and taoche.comwebsites and the automobile pricing, promotional and automobile dealer business information on our partners. We believe our automotive content and database are one of the most
comprehensive among Chinas online automotive marketing companies. Our database not only covers major metropolitan areas but also a broad geographic area across China, which provides the foundation for the success of our dealer subscription
services and advertising services as well as for future expansions. Given the significant amount of time, resources and nationwide network of dealer customers required to develop, maintain and regularly update such a comprehensive database, we
believe our database represents a significant advantage over our competitors. Our database features (i) content designed for automobile consumers; (ii) dealers business and contact information; and (iii) new automobile pricings and used
automobile listings. As of December 31, 2015, our database contained:



| |  |  | Business and contact information of over 38,300 new automobile dealers and used car sellers;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Over 24 million listings of new automobile pricing and promotional information and 22 million automobile news pieces; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | Approximately 2.3 million used automobile listings.
| | - |  | ---------------------------------------------------

We collect data from multiple sources.
Detailed automobile dealer business information is collected and maintained by our sales and service representatives network located in 186 cities across China, as of December 31, 2015, or by our dealer customers directly. Automobile pricing and
promotional information is maintained and regularly updated by dealers through our EP platform or applications on our taoche.com website and generally reflects the dealers latest price. Specifications and features of each automobile model are
collected by our editing team from automakers and dealers. Most automobile pictures are taken by our own editing team. Industry news is licensed from third-party content providers.

We have developed standardized data collection and quality control procedures to ensure the accuracy, consistency and timeliness of the data
entered into our database. All business information of automobile dealers must be verified and approved by authorized personnel. Automobile pricing data is verified against the automakers suggested retail prices and market prices at relevant
locations; irregular or misleading prices are deleted promptly. We have developed internal cross-checking procedures supplemented by user feedback to further strengthen our quality control over our database. We also license copyrighted materials
from trusted third parties.

We have multi-level protection mechanisms to ensure the safety and integrity of our database. We maintain
comprehensive information technology manuals that provide for detailed policies and procedures for the protection of our information technology system, including data backup procedures, anti-virus and anti-hacking procedures, procedures for dealing
with emergencies and catastrophes, and network and hardware maintenance policies. Our computer servers perform automatic data backup on a regular basis, and continually monitor our database in an effort to detect and prevent unauthorized access
while ensuring fast and reliable access by consumers and our automobile customers.

Product Development

Our internet services are supported and enhanced by a team of more than 800 experienced and dedicated product development employees, including
many industry experts with in-depth knowledge of automotive and information technologies and online marketing. We develop and improve our products and services to meet the evolving needs of our customers and users. In recent years, we strengthened
various functions of our EP platform and offered automobile transaction services on Huimaiche, Yiche Mall and our online automotive financial platform. We provide automobile financial leasing services to our customers, as well as a wide range of
third-party financing and leasing solutions to car buyers. These new services are supported by our technological platform developments in 2015. We spent approximately RMB104.4 million, RMB148.1 million and RMB312.1 million (US$48.2 million) on
product development in 2013, 2014 and 2015, respectively. These expenditures represented 7.3%, 6.0% and 7.8% of our total revenues in 2013, 2014 and 2015.



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Sales, Marketing and Customer Support

We employ an experienced sales force in each city to increase market penetration. We provide in-house education and training for our sales
force to ensure they provide our current and prospective clients comprehensive information about our automaker and automobile dealer services and digital marketing solutions and convey the advantages of using our bitauto.com and
taoche.com websites as marketing channels. Also, to help our dealer and automaker customers explore the potential synergies between their sales and marketing initiatives, we have started coordinating their respective selling and branding
activities, which in return will improve the efficiency of our internet marketing solutions and increase our customers satisfaction and their loyalty toward our services. Our sales and customer support team will also provide dedicated offline
assistance to potential car buyers, which helps to facilitate the completion of transactions.

We believe our bitauto.com and taoche.com
brand names are well recognized throughout Chinas automotive industry and our relationships with our partners are well established within the internet marketing industry.

We use a variety of marketing programs to reach our current and prospective customers and consumers, including the following:



| |  |  | We sponsored the Formula Student China events first in 2010 along with the Society of Automotive Engineers of China. In 2015, we agreed to further sponsor this event for another five years with a total commitment
of RMB15 million;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We organized the China Automotive Industry Forum and developed it into a significant annual event in Chinas automotive industry. The forum featured speakers, such as senior management of automakers and automobile
dealer groups, academics and high-level government officials, and was well attended by many industry participants;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We organized dealer forums in order to strengthen our relationship with dealer customers;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | We have been publishing Bitauto newsletters since 2005, which are distributed to automobile dealers throughout China free of charge and can also be made available upon request. These newsletters feature topics that
interest automobile dealers, such as relevant automobile market information and government policies, as well as reports on success stories of automobile dealers and their executives;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We regularly participate in automobile exhibitions held in major metropolitan cities, such as Beijing, Shanghai, Guangzhou and Chengdu, and have been one of the most popular and most active participants among
Chinas automotive vertical websites at many exhibits.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Since 2011, we have been hosting the Annual Celebration of Automobiles, which selects and recognizes most popular cars and models and has become one of the most influential events of similar kind in Chinas
automotive industry;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We organize and host the annual Night of Auto People event, which is one of the most prominent events in Chinas automobile industry, since 2012.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We contributed to a charity fund in cooperation with Soong Ching Ling Foundation in 2013 and agreed to contribute an aggregate of RMB5 million from 2013 to 2017. The fund is devoted to care for people working in the
automobile industry and support talent development.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We also provide customer services and training to our
dealer customers in order to help them fully utilize the potential of our EP platform and applications on our taoche.com website and foster customer loyalty.

Customers

Our customers consist
primarily of automakers and automobile dealers that use one or more of our services, including advertising, EP platform , and digital marketing solutions. There are more automobile dealer customers because dealerships tend to be more geographically
dispersed and smaller in size as compared to automakers. Our EP platform and applications on our taoche.com website have a diverse customer base. No single dealer accounts for a material portion of our revenues, while revenues from automaker
customers are generally more concentrated due to the relatively small number of automaker customers and the large amounts of their contracts with us. In 2013, 2014 and 2015, revenues from the top three customers in each period accounted for
approximately12.2%, 8.6% and 12.0%, respectively, of our total revenues. Our largest customer accounted for approximately 5% of our total revenues in 2015. In addition, we also generate revenues indirectly from our automaker customers in the
form of performance-based rebates. When we place advertisements on behalf of our automaker customers, we usually receive performance-based rebates from media vendors, which equal a percentage of the purchase price for qualifying advertising
space purchased and utilized by our customers.



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The following summary illustrates the customers of our advertising business, EP platform business
and digital marketing solutions.

Advertising business customers. We have a broad base of advertising customers. The combination of
a large and purchase-minded visitor base and comprehensive automotive content has attracted most of Chinas major automakers to place advertisements on our websites and mobile applications. Of the approximately 82automakers in China,
consisting of international and Chinese automobile manufacturers and their joint ventures, 77 placed advertisements on ourbitauto.comwebsite in 2015. We consider each joint venture between Chinese and international automotive manufacturers
as a unique automaker because each joint venture operates in China independently from their overseas investors and because those joint ventures typically have their own separate advertising budgets. We therefore treat such joint venture as a
different advertising business customer than their investors.

EP platform business customers. We have established a large customer
base for our EP platform business. We had over 24,000 EP platform paying new car dealer subscribers in 2015. We enter into a service agreement with each EP platform subscriber, the terms of which generally range from several months to one year. The
agreement has no renewal provision or provision for EP platform subscribers to terminate the agreement without cause. Under these service agreements, we have the right to require customers to revise their information to be published through our
platform if the information violates applicable laws. Each customer is obligated to ensure the legitimacy, timeliness and accuracy of its listing information and is liable to any consumers who incur losses resulting from the subscribers
failure to provide such updated and accurate information.

Digital marketing solutions business customers. Our digital
marketing solutions customers include many well-known automakers in China. We enter into internet marketing service agreements with these automakers, the terms of which are generally one year though some automakers have been our customers for many
years, even in the absence of a multi-year agreement. In 2014, our digital marketing solutions business had 41 automaker customers, 28 of which remained our customers in 2015. As of December 31, 2015, the number of our automaker and auto-related
customers increased to 63. On behalf of these automaker customers, we placed RMB1.77 billion (US$272.7 million) of online automotive advertisements in 2015, including those placed on our own websites.

Competition

We face competition in each
line of our services:



| |  |  | Our advertising business faces competition from many market participants. With respect to our new automobile advertising services, we face competition from Chinas automotive vertical websites, such as
autohome.com.cn and pcauto.com.cn, the automotive channels of major internet portals, internet video sites, social media and networking websites and emerging new media on mobile end, as well as traditional forms of media. Competition
with other websites is primarily centered on website traffic and brand recognition among general internet users, spending by automakers and automobile dealers, and customer retention and acquisition. With respect to our used automobile
advertising services, we face competition from other used automobile websites as well as other websites and media that publish used automobile information in China. The parameters of competition are similar to those of our bitauto.com advertising
business, except that the competition for our taoche.com business is more focused on the size of used automobile inventory and market penetration among used car customers.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our EP platform business faces competitions from Chinas automotive vertical website, such as autohome.com.cn and pcauto.com.cn in terms of automobile inventory, timeliness and accuracy of automobile pricing and
promotional information and website traffic.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our digital marketing solutions business faces competition from other internet marketing service providers in China. We face competition from the digital marketing business of well-established international advertising
agencies such as Dentsu Aegis Network and WPP as well as local agencies that specialize in providing online marketing services, including AllYes Online Media, Hylink Advertising, Tensyn and iForce. In the automotive industry, we not only compete for
customers, but also compete in terms of advertisement design, relationships with media vendors, and the quality, breadth, pricing and effectiveness of services.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Regulation

The following is a summary of
the significant regulations or requirements that affect our business activities in China or our shareholders rights to receive dividends and other distributions from us.



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Regulations on Value-added Telecommunications Business

Our internet content services are regarded as telecommunications services, which are primarily regulated by the Ministry of Industry and
Information Technology. Under the Telecommunications Regulations of the PRC, telecommunications businesses are divided into two categories, namely (i) the basic telecommunications business, which refers to the business of providing
public network infrastructure, public data transmission and basic voice communications services, and (ii) value-added telecommunications business, which refers to the telecommunications and information services provided through the
public network infrastructure. Internet information service business is listed under the second category of the value-added telecommunications business.

Regulations on Internet Information Services

BBIT operates www.bitauto.comand www.taoche.comand other websites to provide internet information services for Chinas
automotive industry. Internet information services in China are primarily regulated by the Ministry of Industry and Information Technology. Pursuant to the applicable PRC regulations, to engage in commercial internet information services, the
service providers shall obtain an ICP license. BBIT holds an ICP license issued by Beijing Telecommunications Administration Department, effective until February 25, 2021, which permits BBIT to carry out commercial internet information services
using the above-mentioned domain names.

The PRC government regulates and restricts internet content in China to protect state security
and ensure the legality of the internet content. Internet content providers and internet publishers are prohibited from posting or displaying over the internet content that, among other things, violates PRC laws and regulations, impairs the national
dignity of China, or is reactionary, obscene, superstitious, fraudulent or defamatory. Failure to comply with these requirements may result in the revocation of licenses to provide internet content services and the closure of the concerned websites.
In addition, the Ministry of Industry and Information Technology has published regulations that subject website operators to potential liability for content displayed on their websites and the actions of users and others using their systems,
including liability for violations of PRC laws and regulations prohibiting the dissemination of content deemed to be socially destabilizing. The Ministry of Public Security has the authority to order any local internet service provider to block any
internet website at its sole discretion. From time to time, the Ministry of Public Security has stopped the dissemination over the internet of information which it believes to be socially destabilizing. The Ministry of Public Security has
supervision and inspection rights in this regard. The National Peoples Congress has enacted legislation that may subject to criminal punishment in China any person who: (i) gains improper entry into a computer or system of strategic
importance; (ii) disseminates politically disruptive information; (iii) leaks state secrets; (iv) spreads false commercial information; or (v) infringes intellectual property rights.

Furthermore, the MIIT promulgated Certain Provisions on Regulating the Market Order of the Internet Information Service, or Circular 20, on
December 29, 2011, which took effect on March 15, 2012. Any internet content services and any internet content related services within the territory of the PRC shall be conducted in accordance with Circular 20. According to Circular 20, internet
information service providers shall neither collect user-related information or information which can identify users independently or in combination with other information, nor provide the aforesaid information to others, without users
approval or unless otherwise specified in the laws and regulations. In addition, internet information service providers shall not collect any information other than those necessary for them to provide services and shall not use users personal
information for purposes other than services provided. Where advertisements or other information windows unrelated to functions of terminal software pop out at user terminals, internet information service providers shall, in remarkable ways, provide
users with functional signs to close or exit such windows. Any violation of the aforesaid requirements, internet information service providers may be subject to warnings, announcement to public and fines in the amount of RMB10,000 to RMB30,000
imposed by the competent telecommunications authorities.

In addition, the Standing Committee of the National Peoples Congress
promulgated Anti-Terrorism Law of China on December 27, 2015, which took effect on January 1, 2016. According to the Anti-Terrorism Law, telecommunication service operators or internet service providers shall (i) carry out pertinent anti-terrorism
publicity and education to society; (ii) provide technical interfaces, decryption and other technical support and assistance for the competent departments to prevent and investigate terrorist activities; (iii) implement network security, information
monitoring systems as well as safety and technical prevention measures to avoid the dissemination of terrorism information, delete the terrorism information, immediately halt its dissemination, keep relevant records and report to the competent
departments once the terrorism information is discovered; and (iv) examine customer identities before providing services. Any violation of the Anti-Terrorism Law may result in severe penalties, including substantial fines.

BBIT and some other entities in our group are ICP operators, and are therefore subject to the regulations relating to information security.
They have taken measures to comply with these regulations. They are registered with the relevant government authority in accordance with the mandatory registration requirement.



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Laws and regulations that apply to communications and commerce conducted over the internet are
becoming more prevalent in China, and may impose additional burdens on companies conducting business online or providing internet-related services such as us. Increased regulation could negatively affect our business directly, as well as the
businesses of our customers, which could reduce their demand for our services.

Regulations on Online Cultural Services

On February 17, 2011, the Ministry of Culture promulgated the Internet Culture Administration Tentative Measures, or the Internet Culture
Measures, which became effective on April 1, 2011 and replaced the original measures promulgated in 2003 and amended in 2005. The Internet Culture Measures require ICP operators engaged in internet culture activities to obtain an
internet cultural operating license from the provincial administration of culture. Internet culture activities includes, among other things, online dissemination of internet cultural products (such as audio-video products, gaming
products, performances of plays or programs, works of art and cartoons) and the production, reproduction, importation, publication and broadcasting of internet cultural products. Internet cultural activities are defined as an act of
provision of internet cultural products and related services, which includes: (i) production, duplication, importation, publishing, and broadcasting of the internet cultural products; (ii) online dissemination whereby cultural products are posted on
the internet or transmitted via internet to client ends and internet-surfing service business premises, such as internet bars, such as computers, fixed line telephones, mobiles, television sets, games machines, for online users browsing,
reading, appreciation, use or downloading; and (iii) exhibition and competition of the internet cultural products. All entities engaging in commercial internet cultural activities must be approved by the Ministry of Culture. BBIT holds an internet
culture operating license issued by the Ministry of Culture to provide internet cultural services, which expired on April 21, 2016. BBIT is in the process of renewing this license. Although we do not foresee difficulty in successfully completing
such renewal, in the event we fail to renew this license, our ability to provide internet cultural services may be affected. In addition, we will continue to operate our business pending the completion of the renewal process and if we are
deemed to have violated relevant laws and regulations for this gap period operation, we may face fines and other governmental actions as a result.

Regulations on Internet Publishing

On February 4, 2016, the General Administration of Press and Publication and the Ministry of Industry and Information Technology jointly issued
the Administrative Provisions on Internet Publishing Services, or the Internet Publishing Regulations, which took effect on March 10, 2016 and replaced the Interim Provisions for the Administration of Internet Publishing promulgated in 2002. The
Internet Publishing Regulations authorize the General Administration of Press and Publication, or GAPP, to administer, and grant approval to, all entities that engage in internet publishing, and Ministry of Industry and Information Technology, as
authority in charge of internet industry, to implement corresponding supervision and administration for internet publishing business. Pursuant to the Internet Publishing Regulations, the term internet publishing service means the
provision of online publications to the public via information network; the term online publications means the digital works with editing, production, processing and other publishing features, provided to the public via information
network, which mainly includes: (i) informative, thoughtful text, pictures, maps, games, animation, audio and video digitizing books and other original digital works within literature, art, science and other fields; (ii) the digital works consistent
with the content of published books, newspapers, periodicals, audio-visual products and electronic publications; (iii) the network documentation database or other digital works formed through aforementioned works by selecting, organizing, collecting
and other means; and (iv) other types of digital works identified by GAPP.

The Internet Publishing Regulations regulate internet
publishing business and contents of the internet publications in China. Entities engaged in internet publishing business must be subject to annual inspection and only carry out such business within the approved scope. Entities engaged in internet
publishing business are not allowed to lend, lease, sell or transfer its internet publishing permit, including allowing other internet information service providers to provide internet publishing services using its name. Further, foreign invested
entities cannot engage in internet publishing business. As an internet content provider, BBIT releases articles to the internet users on its websites. According to the Internet Publishing Regulations, such acts may be deemed internet publishing.
BBIT has obtained an internet publishing permit from the GAPP in October 2012, which will remain effective until December 31, 2016. If we are deemed to be in breach of relevant internet publishing regulations, the PRC regulatory authorities may
impose penalties, including warning, fines, confiscation of illegal income, ordering rectification, suspending permit, suspending business, deleting illegal contents, and seizing the related equipment and servers used primarily for such activities.

Regulations on Internet News Releasing Service

In September 2005, the State Council Information Office and the Ministry of Industry and Information Technology jointly issued the Provisions
for the Administration of Internet News Information Services, or Internet News Provision. Internet news information services shall include the publishing of news via internet, provision of electronic bulletin services on current and political
events, and transmission of information on current and political events to the public. Under the Internet News Provision, the internet news service providers shall also include entities that are not established by news press but reproduce internet
news from other sources, provide electronic bulletin services on current and political events, and transmit such information to the public. The Information Office of the State Council shall be in charge of the supervision and administration of the
internet news information services throughout China. The counterparts of the Information Office of the State Council at the provincial level shall take charge of the supervision and administration of the internet news information services within
their own jurisdiction.



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As an internet content provider, we release information related the automotive industry to
internet users. In the event that such activities are deemed to be internet news releasing services, we will be required to obtain an internet news releasing service license. However, we and our PRC counsel have consulted the relevant government
authorities and have been informed that according to our service scale, we would not be required to obtain the internet news releasing license because we only post industry-related news produced by others and we do ourselves not edit or compose such
news.On our websites, we clearly indicate our news sources. However, if any of the internet news posted on our website is deemed by the government to be political in nature, relate to macroeconomics, or otherwise require such license based
on the sole discretion of the government authority, we would need to apply for such license. If we are deemed to be in breach of the Internet News Provision or other relevant internet news releasing regulations, the PRC regulatory authorities may
suspend the illegal activities and impose a fine exceeding RMB10,000 but not more than RMB30,000. In serious cases, the PRC regulatory authorities may even suspend the internet service or internet access.

Regulations on Internet Audio-Video Programs and Radio and Television Program Production

The State Administration of Radio, Film and Television and the Ministry of Industry and Information Technology jointly issued the
Administrative Measures Regarding Internet Audio-Video Program Services, or the Internet Audio-Video Program Measures, which became effective on January 31, 2008. The Internet Audio-Video Program Measures stipulate, among other things, that any
entity that engages in the production, editing, integration, and provision to the public through the internet, of audio-video programs, and the provision of audio-video program uploading and transmission services, shall apply for an internet
audio-video program operating license. To apply for the internet audio-video program operating license, the applicant shall be an entity wholly owned or controlled by state-owned enterprises, have sound technical measures for security protection,
and meet other conditions set forth in the Internet Audio-Video Program Measures. However, according to the application procedures announced by the State Administration of Radio, Film and Television, non-State controlled websites which were
established before promulgation of the Internet Audio-Video Program Measures and which are in compliance of the relevant PRC law may be granted with the license. BBIT has obtained an internet audio-video program operating license, which will remain
effective until June 2016.

In addition to the internet audio-video program operating license, the internet audio-video program measures
require that entities providing self-shot network play (film) services, online audio-video programs on hosting shows, interview shows and news reports shall also obtain an operating license for the production of radio and television program.
Further, the State Administration of Radio, Film and Television issued the Administrative Regulations on the Production and Operation of Radio and Television Programs, effective as of August 20, 2004, which regulates, among other things, the
production of special topic programs, special column programs, variety shows, automations, radio programs and television programs. An operating license for the production of radio and television program is required for an entity that engages in the
production and operation of the above mentioned programs. Foreign investments in film and television program production companies are prohibited. Foreign investments in film and television program production projects are restricted and may only take
the form of Sino-foreign cooperation. During our business operation, we also edit video clips and broadcast them online. Such activities may be deemed to be internet movie producing. BBIT holds an operating license for the production of
radio and television program, effective until February 13, 2018.

Regulations on Internet Mapping Services

Pursuant to the PRC regulations applicable to internet mapping services issued by the State Bureau of Surveying and Mapping, maps called and
transmitted through wireless internet belong to internet maps. To provide internet mapping services, the provider shall apply for a Surveying and Mapping Qualification Certificate for Internet mapping with the competent surveying and mapping bureau.
The PRC regulations also provide for certain conditions and requirements for issuing the Surveying and Mapping Qualification Certificate, such as the minimum amount of registered capital, the number of technical personnel and map security
verification personnel, security facilities, and ISO9000 certification or approval from relevant provincial or municipal government. BBIT currently provides online traffic information inquiry services as well as internet map marking and inquiry
services that allow users to locate automobile dealers. BBIT plans to expand its business in the future to include electronic mapping services that allow users to search driving routes and tourist spots. BBIT obtained a Surveying and Mapping
Qualification Certificate for internet mapping on November 11, 2015, effective until December 31, 2019.



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Regulations on Foreign Investment in Telecommunications Enterprises

The PRC government imposes limitations on foreign ownership of PRC companies that engage in telecommunications-related business. Under the
Administrative Rules for Foreign Investments in Telecommunications Enterprises, a foreign investor is currently prohibited from owning more than 50% of the equity interest in a PRC subsidiary that engages in value-added telecommunications business.

The Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunications Business, among
others, requires a foreign investor to set up a foreign-invested enterprise and obtain an operating permit in order to carry out any value-added telecommunications business in China. Under this circular, a domestic value-added telecommunications
service operator that holds a value-added telecommunications license is prohibited from leasing, transferring or selling such license to foreign investors, and from providing any assistance in the form of resources, sites or facilities to foreign
investors that conduct value-added telecommunications business illegally in China. Furthermore, the relevant trademarks and domain names that are used in the value-added telecommunications business of domestic operators must be owned by such
domestic operators or their shareholders. The circular further requires each holder of value-added telecommunications license to have the necessary facilities for its approved business operations and to maintain such facilities in the regions
covered by its value-added telecommunications license. In addition, all value-added telecommunications service operators are required to maintain network and information security in accordance with the standards set forth under relevant PRC
regulations. Due to a lack of interpretations from the regulator, it remains unclear what impact this circular would have on us.

We
conduct our businesses in China primarily through contractual arrangements. BBII has contractual arrangements with BBIT, CIG and Beijing Easy Auto Media Company Limited, or BEAM and their respective shareholders. Shanghai Techuang Advertising Co.,
Ltd., or Techuang, has contractual arrangements with Beijing Yixin and its shareholders. BBIT holds a regional ICP license, which is one kind of value-added telecommunications licenses, to conduct internet information services in Beijing and
currently owns, or otherwise has the legal right to use, all the domain names in connection with our business covered by its ICP license. BBIT has submitted registration applications for the trademarks used for its internet information services on
its websites, but has not received approval for all its applications. Some of BBITs registration applications are still under review. Beijing Yixin holds an ICP license issued by Beijing Communications Administration Bureau, which is a type of
value-added telecommunications licenses, to conduct internet information services and currently owns, or otherwise has the legal right to use, all the domain names and trademarks used for its internet information services on its websites. CIG
generally owns the necessary domain names of the websites that CIG creates for, or maintains on behalf of, our customers, but CIG does not directly own all the trademarks used on its websites. There are substantial uncertainties regarding the
interpretation and application of current and future PRC laws and regulations. Accordingly, there can be no assurance that the PRC regulatory authorities may not take a view that the contractual arrangements by and among BBII, Techuang, BBIT, CIG,
BEAM, Beijing Yixin and their respective shareholders are in violation of the PRC laws and regulations. If the PRC government finds that the contractual arrangements that establish the structure for operating our business do not comply with PRC law
and regulations restricting foreign investment in the telecommunications business, we could be subject to severe penalties.

Regulations of Advertising Content

The PRC government regulates the content of advertisements though Advertisement Law promulgated on April 24, 2015 and other similar laws and
regulations in China. PRC laws and regulations prohibit, among other things, false or misleading content, superlative wording, socially destabilizing content or content involving obscenities, superstition, violence, discrimination or infringement of
the public interest. Advertisements for anesthetic, psychotropic, toxic or radioactive drugs, pharmaceutical precursor chemicals, as well as drug addiction treatment medicines, medical devices and treatment methods are not permitted. Advertisements
for tobacco may not be broadcast on television. Restrictions also exist regarding the advertisement of patented products and processes, pharmaceuticals, medical instruments, agrochemicals, foodstuff, alcohol and cosmetics. All advertisements
relating to pharmaceuticals, medical instruments, agrochemicals and veterinary pharmaceuticals, along with any other advertisements which are subject to censorship by administrative authorities according to relevant laws and administrative
regulations, must be submitted to the relevant administrative authorities for content approval prior to dissemination.

Advertisers,
advertising agencies and advertising distributors are required by PRC advertising laws and regulations to ensure that the content of the advertisements they prepare or distribute is true and accurate and in full compliance with applicable law. In
providing advertising services, advertising operators and advertising distributors must review the specified supporting documents provided by advertisers for advertisements and verify that the content of the advertisements complies with applicable
PRC laws, rules and regulations. Prior to distributing advertisements for items that are subject to government censorship and approval, advertising distributors must confirm that such censorship has been performed and approval has been obtained.
Violation of these regulations may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In
circumstances involving serious violations, the State Administration for Industry and Commerce, or SAIC, or its local branches may revoke violators licenses or permits for their advertising business operations. Additionally, advertisers,
advertising agencies or advertising distributors may be subject to civil liability if they infringe on the legal rights and interests of third parties in the course of their advertising business.



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Regulations on Financial Leasing

The PRC government regulates the financial leasing enterprises though Administrative Measures of Supervision on Financial Leasing Enterprises,
or Circular 337, promulgated on September 18, 2013 and other similar laws and regulations in China. Circular 337 permits financial leasing enterprises to carry out financial leasing business in such forms as direct lease, sublease,
sale-and-lease-back, leveraged lease, entrusted lease and joint lease in accordance with the provisions of relevant laws, regulations and rules. However, Circular 337 prohibits financial leasing enterprises from engaging in such financial business
as attracting deposits, issuing loans and granting loans on entrustment. Without the approval from relevant authorities, financial leasing enterprises shall not engage in inter-bank borrowing and other business. In addition, financial leasing
enterprises are prohibited from carrying out illegal fund-raising activities in the name of financial leasing. Circular 337 requires financial leasing enterprises to establish and improve their financial and internal risk control systems, and each
financial leasing enterprises risk assets shall not exceed ten times of their total net assets. Risk assets generally refers to the adjusted total assets of a financial leasing enterprise excluding cash, bank deposits, sovereign bonds and
entrusted leased assets.

The main regulations governing foreign investment in the PRC financial leasing industry includes the
Administrative Measures on Foreign-Invested Lease Industry (amended in 2015). The above measures require that a foreign investor may invest directly in the PRC financial leasing industry only if it has a total asset of no less than the equivalent of
US$5 million. The Ministry of Commerce is the competent administrative authority in charge of the foreign-invested lease industry and is also responsible for the examination and approval of such business. A foreign-invested financial leasing
enterprise may undertake the following business: (i) the financial leasing business; (ii) the leasing business; (iii) the purchase of leased properties from onshore and offshore; (iv) the disposal of scrap value of and maintenance of leased
properties; (v) the consultancy and guaranty business relating to lease transactions; and (vi) other business approved by the examination and approval department. In addition, a foreign-invested financial leasing enterprise shall meet the following
requirements: (i) have corresponding professionals, with its senior management personnel having relevant professional qualifications and experience of at least three years, (ii) the operating period of a foreign-invested financial leasing enterprise
established in the form of limited liability company shall not exceed 30 years. The risk assets of a foreign-invested financial leasing enterprise shall not exceed 10 times of its net assets. Our business operations are in compliance with these
regulations.

Regulations on Foreign Exchange Registration of Overseas Investment by PRC Residents.

SAFE Circular on Relevant Issues Relating to Domestic Residents Investment and Financing and Roundtrip Investment through Special Purpose
Vehicles, or Circular 37, issued by SAFE and effective in July 2014, regulates foreign exchange matters in relation to the use of special purpose vehicles, or SPVs, by PRC residents or entities to seek offshore investment and financing and conduct
round trip investment in China. Under Circular 37, a SPV refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or entities for the purpose of seeking offshore financing or making offshore investment, using
legitimate domestic or offshore assets or interests, and round trip investment refers to the direct investment in China by PRC residents or entities through SPVs, namely, establishing foreign-invested enterprises to obtain the ownership,
control rights and management rights. Circular 37 requires that, before making contribution into an SPV, PRC residents or entities should complete foreign exchange registration with the SAFE or its local branch. Circular 37 further provides that
option or share-based incentive tool holders of a non-listed SPV can exercise the options or share incentive tools to become a shareholder of such non-listed SPV, subject to registration with SAFE or its local branch. Circular 37 was issued to
replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or Circular 75.

PRC residents or entities who have contributed legitimate domestic or offshore interests or assets to SPVs but have yet to obtain SAFE
registration before the implementation of Circular 37 must register their ownership interests or control in such SPVs with the SAFE or its local branch. An amendment to the registration is required if there is a material change involving the
registered SPV, such as any change of basic information (including change of such PRC residents, change of name and operation term of the SPV), increases or decreases in investment amount, transfers or exchanges of shares or mergers or divisions.
Failure to comply with the registration procedures set forth in Circular 37, misrepresent on or failure to disclose controllers of foreign-invested enterprise that is established through round-trip investment, may result in restrictions on the
foreign exchange activities of the relevant foreign-invested enterprises, including payment of dividends and other distributions to its offshore parent company or affiliates and the capital inflow from the offshore parent company, and may also
subject the relevant PRC residents or entities to penalties under PRC foreign exchange administration regulations.



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We conduct material businesses in China primarily through contractual arrangements with BBIT,
CIG, BEAM, Beijing Xinbao, Beijing Yixin and their respective shareholders. The shareholders of both BBIT and CIG are Bin Li and Weihai Qu, holding 80% and 20% equity interests in each of BBIT and CIG, respectively. The shareholders of BEAM are Bin
Li, Weihai Qu and Jingning Shao, holding 80%, 19% and 1% equity interests, respectively. The shareholders of Beijing Yixin are Bin Li, Shenzhen Tencent Industry Investment Fund Co., Ltd., Beijing Jiasheng Investment Management Co., Ltd., holding
55.7%, 26.6%, and 17.7% equity interests in Beijing Yixin, respectively. Mr. Jinsong Zhu, a vice president of us and the chief technology officer of CIG, holds 100% equity interests in Beijing Xinbao. Prior to our initial public offering in 2010,
all ultimate shareholders of our company who are PRC residents filed or updated their foreign exchange registrations with the Beijing Office of the State Administration of Foreign Exchange with respect to their direct or indirect holding of shares
in our company. After our initial public offering, in December 2010, all of our ultimate shareholders who are PRC residents have amended the foreign exchange registration in accordance with Circular 75 to reflect the change of their shareholding in
the company. In connection with the strategic investment by AutoTrader in November 2012, certain members of our management purchased an aggregate of 2.4% of our total outstanding shares from other existing shareholders. All of these management
members who are PRC residents are in process of preparing relevant documents as required by the Beijing office of SAFE to amend their foreign exchange registration in accordance with Circular 37 to reflect the change in their shareholding in the
company.

Regulations on Employee Stock Options Granted by Listed Companies

On February 15, 2012, SAFE promulgated the Notice on Foreign Exchange Administration of PRC Residents Participating in Share Incentive Plans of
Offshore Listed Companies, or Circular 7, to replace a previous circular. Circular 7 regulates the foreign exchange matters associated with employee stock incentive plans or similar plans permitted under applicable laws and regulations granted to
PRC residents by companies whose shares are listed on offshore stock exchanges. Pursuant to Circular 7, all PRC residents participating in share incentive plans of offshore listed companies shall, through their employers, jointly retain qualified
PRC agents to register with SAFE. PRC residents for this purpose include PRC nationals or foreign citizens who have been residing in the PRC consecutively for not less than one year, acting as directors, or employees of PRC entities affiliated with
such offshore listed companies. The foreign exchange proceeds received by PRC residents from sale of shares under share incentive plans granted by offshore listed companies must be remitted back to bank accounts located in China opened by their
employers or PRC agents.

In 2006, 2010 and 2012, our board of directors adopted the 2006 Plan, the 2010 Plan and the 2012 Plan,
respectively, pursuant to which, we may issue employee stock options to our qualified employees and directors on a regular basis. We have granted employee stock options and incentive shares within the scope noted in the application documents which
were filed with the Beijing office of the State Administration of Foreign Exchange at the time of our initial public offering in 2010. We have advised our employees and directors participating in the Stock Incentive Plan to handle foreign exchange
matters in accordance with Circular 7. However, we cannot assure you that our PRC individual beneficiary owners and the stock options holders who are PRC residents can successfully register with the State Administration of Foreign Exchange in full
compliance with Circular 7. The failure of our PRC individual beneficiary owners and the stock options holders to complete their registration pursuant to Circular 7 and other foreign exchange requirements may subject these PRC residents to fines and
legal sanctions, and may also limit our ability to contribute additional capital into our PRC subsidiaries, limit our PRC subsidiaries ability to distribute dividends to us or otherwise materially adversely affect our business.

Further, a notice concerning the individual income tax on earnings from employee stock options, jointly issued by the Ministry of Finance and
the State Administration of Taxation, and its implementing rules provide that domestic companies that implement employee share option programs shall (i) file the employee share option plans and other relevant documents to the local tax authorities
having jurisdiction over them before implementing such employee share option plans; (ii) file share option exercise notices and other relevant documents to the local tax authorities having jurisdiction over them before exercise by the employees of
the share options, and clarify whether the shares issuable under the employee share options mentioned in the notice are the shares of publicly listed companies, and (iii) withhold taxes from the PRC employees in connection with the PRC individual
income tax.

SPV Regulation and Overseas Listings

On August 8, 2006, six PRC regulatory agencies, including China Securities Regulatory Commission, or the CSRC, promulgated a regulation
entitled Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the SPY Regulation, which took effect on September 8, 2006 and was amended on June 22, 2009. The SPY Regulation purports to require an offshore
special purpose vehicle to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicles securities on an overseas stock exchange, and under the SPY Regulation, special purpose
vehicle is defined as an offshore company directly or indirectly controlled by PRC domestic companies or individuals for the purposes of listing the equity interests in PRC companies on overseas stock exchanges. On September 21, 2006, the CSRC
published on its official website the procedures regarding its approval of overseas listings by special purpose vehicles. The approval procedures require the filing of a number of documents and would take several months. However, it remains unclear
whether the SPY Regulation and the requirement of the CSRC approval apply. Up to the date of this annual report, the CSRC has not issued any rules or written interpretation clarifying whether offerings like our initial public offering in November
2010 and follow-on public offering in 2013 are subject to this new procedure.



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Employment Laws

We are subject to laws and regulations governing our relationship with our employees, including wage and hour requirements, working and safety
conditions, and social insurance, housing funds and other welfare. The compliance with these laws and regulations may require substantial resources.

Chinas National Labor Law, which became effective on January 1, 1995, and Chinas National Labor Contract Law, which became
effective on January 1, 2008 and was amended on December 28, 2012, permit workers in both state-owned and private enterprises in China to bargain collectively. The National Labor Law and the National Labor Contract Law provide for collective
contracts to be developed through collaboration between the labor union (or worker representatives in the absence of a union) and management that specify such matters as working conditions, wage scales, and hours of work. The laws also permit
workers and employers in all types of enterprises to sign individual contracts, which are to be drawn up in accordance with the collective contract. The National Labor Contract Law has enhanced rights for the nations workers, including
permitting open-ended labor contracts and severance payments. The legislation requires employers to provide written contracts to their workers, restricts the use of temporary labor and makes it harder for employers to lay off employees. It also
requires that employees with fixed-term contracts be entitled to an indefinite-term contract after a fixed-term contract is renewed twice or the employee has worked for the employer for a consecutive ten-year period.

Regulations on Foreign Currency Exchange

Pursuant to applicable PRC regulations on foreign currency exchange, Renminbi is freely convertible only to the extent of current account
items, such as trade-related receipts and payments, interest and dividends. Capital account items, such as direct equity investments, loans and repatriation of investment, require the prior approval from the SAFE or its local branch for conversion
of Renminbi into a foreign currency, such as U.S. dollars. Payments for transactions that take place within the PRC must be made in Renminbi. Domestic companies or individuals can repatriate foreign currency payments received from abroad, or deposit
these payments abroad subject to the requirement that such payments by repatriated within a certain period of time. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks. Foreign currencies
received for current account items can be either retained or sold to financial institutions that have foreign exchange settlement or sales business without prior approval from the SAFE or its local branch, subject to certain regulations. Foreign
exchange income under capital account can be retained or sold to financial institutions that have foreign exchange settlement and sales business, with prior approval from the SAFE or its local branch, unless otherwise provided.

On March 30, 2015, the SAFE promulgated Circular 19, which expands a pilot reform of the administration of the settlement of the foreign
exchange capitals of foreign-invested enterprises nationwide. Circular 19 come into force replacing both previous SAFE Circular 142 and SAFE Circular 36 on June 1, 2015. Circular 19 removed certain restrictions previously provided under Circular 142
for foreign-invested enterprises. However, Circular 19 continues to prohibit foreign-invested enterprises from, among other things, using the Renminbi fund converted from its foreign exchange capitals for expenditure beyond its business scope,
providing entrusted loans or repaying loans between non-financial enterprises. Any violation of Circular 19 may result in severe penalties, including substantial fines. If our structured entities require financial support from us or our wholly owned
subsidiary in the future and we find it necessary to use foreign currency-denominated capital to provide such financial support, our ability to fund our structured entities operations will be subject to statutory limits and restrictions,
including those described above.

Regulations on Dividend Distribution

Under applicable PRC laws and regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if
any, determined in accordance with PRC accounting standards and regulations. In addition, foreign-invested enterprises in China are required to allocate at least 10% of their respective accumulated profits each year, if any, to fund statutory
reserve funds unless these reserves have reached 50% of the registered capital of the respective enterprises. Foreign-invested enterprises are also required to set aside funds for the employee bonus and welfare fund from their after-tax profits each
year at percentages determined at their sole discretion. These reserves are not distributable as cash dividends.



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PRC Enterprise Income Tax Law

On March 16, 2007, China passed a new Enterprise Income Tax Law, or the EIT Law, and its implementing rules, both of which became effective on
January 1, 2008. Under the EIT Law, enterprises are classified as resident enterprises and non-resident enterprises. PRC resident enterprises typically pay an enterprise income tax at the rate of 25% and enterprises identified as key
high-and-new-technology enterprises supported by the state enjoy a preferential enterprise income tax rate of 15%. An enterprise established outside of China with its de facto management bodies located within China is considered a
resident enterprise, meaning that it can be treated in a manner similar to a Chinese domestic enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define de facto management body as a managing body that in
practice exercises substantial and overall management and control over the production and operations, personnel, accounting, and properties of the enterprise.

The SAT issued the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises
on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the de facto management body of a PRC-controlled offshore incorporated enterprise is
located in China, which include all of the following conditions: (a) the location where senior management members responsible for an enterprises daily operations discharge their duties; (b) the location where financial and human resource
decisions are made or approved by organizations or persons; (c) the location where the major assets and corporate documents are kept; and (d) the location where more than half (inclusive) of all directors with voting rights or senior management have
their habitual residence. In addition, the SAT issued a bulletin on July 27, 2011, effective September 1, 2011, and as amended on June 1, 2015, providing more guidance on the implementation of Circular 82. This bulletin clarifies matters including
resident status determination, post-determination administration and competent tax authorities. Although both Circular 82 and the bulletin only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those
controlled by PRC individuals or foreign individuals, the determining criteria set forth in Circular 82 and the bulletin may reflect the SATs general position on how the de facto management body test should be applied in
determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC enterprise groups or by PRC or foreign individuals.

Due to the short history of the EIT law and lack of applicable legal precedents, it remains unclear how the PRC tax authorities will determine
the PRC tax resident treatment of a foreign company such as us. If the PRC tax authorities determine that we are a resident enterprise for PRC enterprise income tax purposes, a number of PRC tax consequences could follow. First, we may
be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations; second, the EIT Law provides that dividends paid between qualified resident enterprises
are exempt from enterprise income tax. However, it is unclear whether the dividends our holding companies receive from BBII will constitute dividends between qualified resident enterprises and would therefore qualify for tax exemption,
because the definition of qualified resident enterprises is unclear and the relevant PRC government authorities have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises
for PRC enterprise income tax purposes; third, if the competent PRC tax authorities consider dividends we pay with respect to our ADSs or ordinary shares and the gains realized from the transfer of our ADSs or ordinary shares income derived from
sources within the PRC, such dividends and gains earned by our non-PRC resident enterprise investors may be subject to PRC enterprise income tax at a rate of 10% and such dividends and gains earned by non-PRC resident individuals may be subject to
PRC individual income tax at a rate of 20%. In addition, it is unclear whether, if we were considered a PRC resident enterprise, our non-resident investors would be able to claim the benefit of income tax treaties or agreements entered into between
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The EIT Law and the implementation rules provide that an income tax rate of 10% will normally be
applicable to dividends payable to investors that are non-resident enterprises, or non-resident investors, which (i) do not have an establishment or place of business in the PRC or (ii) have an establishment or place of business in the
PRC, but the relevant income is not effectively connected with the establishment or place of business to the extent such dividends are derived from sources within the PRC. The State Council of the PRC or a tax treaty between China and the
jurisdictions in which the non-PRC investors reside may reduce such income tax. Pursuant to the Double Tax Avoidance Arrangement between Hong Kong and Mainland China and the Notice on Certain Issues with Respect to the Enforcement of Dividend
Provisions in Tax Treaties issued on February 20, 2009 by the State Administration of Taxation, if the Hong Kong resident enterprise owns more than 25% of the equity interest in a company in China within 12 months immediately prior to obtaining
dividends from such company and is determined by the competent PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement between Hong Kong and Mainland China and other applicable PRC laws, the
10% withholding tax on the dividends the Hong Kong resident enterprise received from such company in China is reduced to 5%. In August 2015, the State Administration of Taxation promulgated the Administrative Measures for Non-Resident Taxpayers to
Enjoy Treatments under Tax Treaties, or Circular 60, which became effective on November 1, 2015. Circular 60 provides that non-resident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced
withholding tax rate. Instead, non-resident enterprises and their withholding agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate,
and file necessary forms and supporting documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax authorities. Accordingly, our Hong Kong subsidiary may be able to enjoy the 5% withholding tax
rate for the dividends they receive from our PRC subsidiaries, if it satisfies the conditions prescribed under Double the Tax Avoidance Arrangement and other relevant tax rules and regulations. However, based on the Notice on Certain Issues with
Respect to the Enforcement of Dividend Provisions in Tax Treaties, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily
tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Notice on the Comprehension and Recognition of Beneficial Owner in Tax Treaties issued on October 27, 2009 by the State Administration of Taxation,
conduit companies, which are established for the purpose of evading or reducing tax, or transferring or accumulating profits, shall not be recognized as beneficial owners and thus are not entitled to the above-mentioned reduced income tax rate of 5%
under the Double Tax Avoidance Arrangement.

In January 2009, the State Administration of Taxation promulgated the Provisional Measures
for the Administration of Withholding of Enterprise Income Tax for Non-resident Enterprises, or the Measures, pursuant to which, the entities which have the direct obligation to make the following payment to a non-resident enterprise shall be the
relevant tax withholding agents for such non-resident enterprise, and such payment includes: income from equity investment (including dividends and other return on investment), interest, rents, royalties, and income from assignment of property as
well as other income subject to enterprise income tax received by non-resident enterprises in China. Further, the Measures provide that in case of an equity transfer between two non-resident enterprises which occurs outside China, the non-resident
enterprise which receives the equity transfer payment shall, by itself or engage an agent to, file tax declaration with the PRC tax authority located at the place of the PRC company whose equity has been transferred, and the PRC company whose equity
has been transferred shall assist the tax authorities to collect taxes from the relevant non-resident enterprise.

On April 30, 2009, the
Ministry of Finance and the SAT jointly issued the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring Business, or Circular 59. On December 10, 2009, the SAT issued Circular 698. Both Circular 59 and Circular
698 became effective retroactively as of January 1, 2008. By promulgating and implementing these two circulars, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of equity interests in a PRC resident
enterprise by a non-resident enterprise. Under Circular 698, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposing the equity interests of an overseas holding company, or an
Indirect Transfer, and such overseas holding company is located in certain low tax jurisdictions, the non-resident enterprise, being the transferor, shall report the Indirect Transfer to the competent tax authority of the PRC resident
enterprise. The PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains
derived from such Indirect Transfer may be subject to PRC tax at a rate of up to 10%. On February 3, 2015, the SAT issued Public Notice 7 which extends its tax jurisdiction to capture not only Indirect Transfer as set forth under Circular 698 but
also transactions involving the transfer of real property in China and assets of an establishment or a place in the PRC by a foreign company through the offshore transfer of a foreign intermediate holding company. Public Notice 7 interprets the term
transfer of the equity interest in a foreign intermediate holding company broadly. In addition, Public Notice 7 further clarifies certain criteria on how to assess reasonable commercial purposes and introduces safe harbor scenarios
applicable to internal group restructurings. However, it also imposes burdens on both the foreign transferor and the transferee of the Indirect Transfer as they are required to make a self-assessment on whether the transaction should be subject to
PRC tax and whether to file or withhold the PRC tax accordingly. Circular 698 and Public Notice 7 may be determined by the tax authorities to be applicable to our future disposition of equity interests in certain non-resident holding companies that
hold an equity interest in any of our PRC subsidiaries, if any of such transactions were determined by the tax authorities to lack reasonable commercial purpose. As a result, we may become at risk of being taxed under Circular 698 and Public Notice
7 and may be required to expend valuable resources to comply with Circular 698 and Public Notice 7 or to establish that we should not be taxed under Circular 698 or Public Notice 7, which may have a material adverse effect on our financial condition
and results of operations.



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Beijing Bitauto Internet Information Company Limited, or BBII, was granted a five year tax
holiday in 2007 and was eligible to enjoy the grandfathering treatments such as a two-year exemption from enterprise income tax followed by a three-year half reduction of enterprise income tax under the Circular Guofa [2007] No. 39, or Circular 39.
In December 2008, BBII was designated by the Beijing Municipal Science and Technology Commission as High and New Technology Enterprise under the EIT Law and received the High and New Technology Enterprise certificate jointly issued by
the Beijing Municipal Science and Technology Commission, Beijing Finance Bureau, and Beijing State and Local Tax Bureaus.

On April 21,
2010, the State Administration of Taxation of China, or SAT, issued a Circular on Further Clarification Concerning the Implementation Standards of Corporate Income Tax Incentives in Grandfathering Period, or Circular 157, stating that enterprises
recognized as high and new technology enterprises strongly supported by the state and eligible to enjoy the grandfathering treatments such as a two-year exemption from enterprise income tax followed by a three-year half reduction of
enterprise income tax under Circular 39, may choose the reduced tax rate of 15% applicable to high and new technology enterprises strongly supported by the state or the tax exemption/reduction based on the tax rates in the grandfathering
period as stated in Circular 39. Enterprises are not allowed the 50% reduction based on the preferential tax rate for high and new technology enterprises strongly supported by the state of 15%. Circular 157 applies retroactively from
January 1, 2008.

Circular 157 was previously determined to be applicable to BBII in prior years and therefore, the applicable income tax
rate was 10% and 11% for 2009 and 2010, respectively. In 2011, it was determined that BBII was not within the scope of Circular 157 and therefore, was eligible for the 50% reduction based on the preferential tax rate for high and new
technology enterprises strongly supported by the state of 15%. Therefore, the applicable income tax rate was 7.5% for the years ended 2009, 2010 and 2011. In October 2011 and 2014, BBII successfully renewed its High and New Technology
Enterprise status for another three years and will be able to enjoy a preferential income tax rate of 15% for the year ended December 31, 2016, as long as it maintains its qualification and continues to meet relevant requirements as a
High and New Technology Enterprise. In December 2011, Beijing Bit EP Information Technology Company Limited, or Bit EP, was qualified as a software enterprise and will enjoy a two-year exemption from enterprise income tax
followed by a three-year half reduction of enterprise income tax from the first fiscal year when Bit EP becomes profitable since December 2011. A notice issued by the relevant Beijing governmental authority in April 2013 requires enterprises
established after January 1, 2011 with software enterprise qualification, like Bit EP, to re-apply for such qualification in accordance with requirements under the New Software Enterprise Measure issued by relevant PRC authority in
February 2013. Bit EP obtained the software enterprise qualification under the New Software Enterprise Measures in May 2013. In December 2013, Target Net was qualified as a High and New Technology Enterprise under the EIT law
and it will enjoy a preferential income tax rate of 15% for the year ended December 31, 2016 as long as Target Net maintains its qualification and continues to meet the relevant requirements as a High and New Technology Enterprise. In
December 2014, Bitauto Xian was qualified as a software enterprise and now enjoys a two-year exemption from enterprise income tax followed by a three-year half reduction of enterprise income tax from the first fiscal year when
Bitauto Xian becomes profitable since December 2014. If BBII, Bit EP, Target Net or Bitauto Xian fails to maintain its qualification, their applicable EIT rates may increase to up to 25%, which could have a material adverse effect on our
results of operations.

Regulations on Concentration in Merger and Acquisition Transactions

The M&A Rule established additional procedures and requirements that could make merger and acquisition activities by foreign investors more
time-consuming and complex. These rules require, among other things, that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor will take control of a PRC domestic enterprise or a foreign
company with substantial PRC operations, if certain thresholds under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings issued by the State Council on August 3, 2008 are triggered. According to the Implementing
Rules Concerning Security Review on the Mergers and Acquisitions by Foreign Investors of Domestic Enterprises issued by the Ministry of Commerce in August 2011, mergers and acquisitions by foreign investors involved in an industry related to
national security are subject to strict review by the Ministry of Commerce. These rules also prohibit any transactions attempting to bypass such security review, including by controlling entities through contractual arrangements. We believe that our
business is not in an industry related to national security. However, we cannot preclude the possibility that the Ministry of Commerce or other government agencies may publish interpretations contrary to our understanding or broaden the scope of
such security review in the future. Although we have no current plans to make any acquisitions, we may elect to grow our business in the future in part by directly acquiring complementary businesses in China. Complying with these requirements could
affect our ability to expand our business or maintain our market share. See Item 3. Key InformationD. Risk FactorsRisks Related to Doing Business in ChinaPRC rules on mergers and acquisitions may make it more difficult for us
to pursue growth through acquisitions.



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|C. | Organizational Structure
|-- | ------------------------

The following diagram illustrates
our corporate structure of principal operating entities as of the date of this annual report:



LOGO



|(1) | Mr. Jinsong Zhu, a vice president of our company and the chief technology officer of CIG, holds 100% equity interests in Beijing Xinbao.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

|(2) | Bin Li and Weihai Qu hold 80% and 20% equity interests in CIG, respectively.
|--- | ----------------------------------------------------------------------------

|(3) | Bin Li and Weihai Qu hold 80% and 20% equity interests in BBIT, respectively.
|--- | -----------------------------------------------------------------------------

|(4) | Bin Li, Jingning Shao and Weihai Qu hold 80%, 1% and 19% equity interests in BEAM, respectively.
|--- | ------------------------------------------------------------------------------------------------



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|(5) | Beijing Runlin Automobile and Technology Company Limited is 51% owned by BBIT and 49% owned by an entity unrelated to us.
|--- | -------------------------------------------------------------------------------------------------------------------------

|(6) | Target Net (Beijing) Technology Company Limited is 51% owned by BBIT and 49% owned by individuals unrelated to us.
|--- | ------------------------------------------------------------------------------------------------------------------

|(7) | Tencent, JD.com and another third party holds 27.7%, 18.4% and 1.8%, respectively, of Yixin Capital. Under the share incentive plan of Yixin Capital, that company may issue a maximum number of ordinary shares not
exceeding 6% of its total outstanding shares taking into account such issuance.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Bin Li, Shenzhen Tencent Industry Investment Fund Co., Ltd., Beijing Jiasheng Investment Management Co., Ltd. 55.7%, 26.6% and 17.7% equity interests in Beijing Yixin, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|D. | Property, Plants and Equipment
|-- | ------------------------------

Our headquarters are located in Beijing, China, where
we lease office spaces in three office buildings with a combined area of approximately 25,990.87 square meters as of December 31, 2015. We enter separate leases for individual floors, group of rooms or individual rooms in these buildings. Our leases
in Beijing generally have terms from one to five years and may be renewed upon expiration of the lease terms. We generally make monthly rental payments. In addition, we lease office spaces in 69 other cities across China for our subsidiaries and
branch offices.



|ITEM 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

Not applicable.



|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------- | --------------------------------------------



|A. | Operating Results
|-- | -----------------

You should read the following discussion and analysis of our
financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Risk Factors and
elsewhere in this annual report.

Overview

We are a leading provider of internet content and marketing services for Chinas fast-growing automotive industry. In 2015, our businesses
were managed in three segments, namely, advertising business, EP platform business and digital marketing solutions business. Our advertising business offers a variety of advertising services mainly to automakers through our bitauto.com and
taoche.com websites, as well as mobile applications, which provide consumers with comprehensive up-to-date automobile pricing and promotional information, specifications, reviews and consumer feedback. Our EP platform business provides web-based and
mobile-based integrated digital marketing solutions in China. The platform enables dealer subscribers to create their own online showrooms, list pricing and promotional information, provide dealer contact information, place advertisements and manage
customer relationships to help them reach a broad set of purchase-minded customers and effectively market their automobiles to consumers online. From 2014, we have started providing automobile customers with transaction services, including our
automobile transactions, CRM and online automotive financial platform services, which are intended to optimize automobile purchase experience and facilitate completion of transactions. Our digital marketing solutions business provides automakers
with one-stop digital marketing solutions, including website creation and maintenance, online public relations, online marketing campaigns and advertising agent services.

The majority of our revenues are from the following sources:



| |  |  | advertising fees from our bitauto.com and taoche.com websites through selling advertisements to automakers with respect to new automobiles and automakers with certified pre-owned automobile programs;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | EP platform subscription fees including new automobile dealer subscription fees and used automobile listing fees from taoche.com;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | commission-based fees for the provision of our transaction services;
| | - |  | --------------------------------------------------------------------



| |  |  | service fees paid for our integrated one-stop digital marketing solutions, which include website creation and maintenance, online advertising agent services, public relations and marketing campaigns; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | performance-based rebates from our media vendors.
| | - |  | -------------------------------------------------



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Our business has experienced rapid growth in the past few years. As a result, we need to adjust
our business segmentation to better present our results of operations. Prior to 2013, we managed businesses in three segments, namely, bitauto.com business, taoche.com business and digital marketing solutions business. From 2013 to 2014, our EP
platform business was added as a new segment. Starting from the first quarter of 2015, our taoche.com business has been consolidated into our advertising business and EP platform business and is not reported as a separate segment. Revenues were
RMB1.44 billion, RMB2.46 billion and RMB4.01 billion (US$619.3 million) in 2013, 2014 and 2015, respectively. In 2015, revenues from our advertising, EP platform and digital marketing solutions businesses accounted for 40.4%, 48.2% and 11.4% of our
total revenues, respectively. Under IFRS, we had profits of RMB241.2 million, RMB489.1 million in 2013 and 2014, respectively, and loss of RMB416.5 million (US$64.3 million) in 2015.

Factors Affecting Our Results of Operations

We believe the following factors have had, and will continue to have, a significant effect on our results of operations.

Development of Chinas automotive industry. We rely on Chinas automotive industry for substantially all of our revenues,
which we generate from providing internet content and marketing services to automakers and dealers. We have greatly benefited from the rapid growth of Chinas automotive industry during the past few years. Chinas automotive industry is
still at an early stage of development and remains subject to many uncertainties, including the general economic conditions in China and around the world, the growth of disposable household income and the availability and cost of credit available to
finance automobile purchases, taxes and other incentives or disincentives related to automobile purchases and ownership, environmental concerns and measures taken to address these concerns, and cost of energy including gasoline price. We believe
that the auto industry in China will face challenges, as government subsidies to promote auto sales are phased out and major cities such as Beijing introduce traffic control policies that will restrict new auto purchases. Adverse changes to the
development of Chinas automotive industry would likely reduce the demand for our services.

Growth in online advertising spending
by Chinas automobile dealers and automakers. With the continuing growth of internet usage in China, the internet has become an increasingly important marketing and advertising channel to Chinas automotive industry. We believe we will
continue to benefit from the growth in online advertising spending by automotive dealers and automakers in China.

Market penetration
of our advertising business.Revenues from our advertising business are directly affected by the amount of advertisements placed by automobile customers on our bitauto.com website and, to a lesser extent, our taoche.com
website. Our business and results of operations will depend significantly on our ability to grow our customer base, including expanding our services into new geographic areas and providing additional services to our existing customers. In addition,
the content offerings and the attractiveness of our consumer-facing websites may significantly impact the traffic of automotive consumers to our websites, which in turn would affect automotive advertisers spending on our websites. Finally, we
believe our automotive contents broad consumer reach achieved through our own automotive vertical websites and our partners is also a factor considered by our automobile customers when choosing our subscription and transaction services.

Development of our EP platform business.Revenues from our EP platform business are directly affected by the number of
subscribers to our EP platform and the length of subscriptions. Since 2014, we have started providing automobile customers with transaction services, including our automobile transactions, CRM and online automotive financial platform services. Since
the businesses on EP platforms are relatively new in China and we are still exploring the best approaches to grow these businesses, we may need to invest additional resources to develop and market our new services.

Expansion of customer base for our digital marketing solutions business. We have a limited number of automaker customers for our
digital marketing solutions business. We anticipate that a small number of automakers will continue to represent a significant percentage of revenues for our digital marketing solutions business in the near future. The amount of advertising spending
by these automaker customers, the addition of new automaker customers and/or the loss of any existing automaker customers will each have a direct impact on the revenues of our digital marketing solutions business and our total revenues.



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Key Components of Results of Operations

Revenues

In 2015, we generated
total revenues of RMB4.01 billion (US$619.3 million). The following table sets forth our revenues derived from each of our business segments, both in an absolute amount and as a percentage of total revenues for the periods presented.



|                                     |  |                                    |           |  |      |  |       |      |  |  |           |  |  |     |       |  |     |  |           |   |  |  |         |  |  |  |       | 
|------------------------------------ |  | ---------------------------------- | --------- |  | ---- |  | ----- | ---- |  |  | --------- |  |  | --- | ----- |  | --- |  | --------- | - |  |  | ------- |  |  |  | ----- | 
|                                     |  | For the Year Ended December 31,    |          
|                                     |  | 2013                               |           |  | 2014 |  |       | 2015 | 
|                                     |  | RMB                                |           |  | %    |  |       | RMB  |  |  | %         |  |  | RMB |       |  | US$ |  |           | % | 
|                                     |  | (In thousands, except percentages) |          
|                                     |  |                                    |           |  |      |  |      
|Advertising business*                |  |                                    | 741,783   |  |      |  | 51.5  |      |  |  | 1,233,190 |  |  |     | 50.2  |  |     |  | 1,619,463 |   |  |  | 250,002 |  |  |  | 40.4  | 
|EP platform business*                |  |                                    | 491,849   |  |      |  | 34.2  |      |  |  | 870,713   |  |  |     | 35.4  |  |     |  | 1,935,559 |   |  |  | 298,799 |  |  |  | 48.2  | 
|Digital marketing solutions business |  |                                    | 205,700   |  |      |  | 14.3  |      |  |  | 355,035   |  |  |     | 14.4  |  |     |  | 456,532   |   |  |  | 70,476  |  |  |  | 11.4  | 
|                                     |  |                                    |           |  |      |  |       |      |  |  |           |  |  |     |       |  |     |  |           |   |  |  |         |  |  |  |       | 
|                                     |  |                                    |           |  |      |  |      
|Total revenues                       |  |                                    | 1,439,332 |  |      |  | 100.0 |      |  |  | 2,458,938 |  |  |     | 100.0 |  |     |  | 4,011,554 |   |  |  | 619,277 |  |  |  | 100.0 | 
|                                     |  |                                    |           |  |      |  |       |      |  |  |           |  |  |     |       |  |     |  |           |   |  |  |         |  |  |  |       | 



Notes:



|* | From January 1, 2015, taoche.com business is no longer a separate business segment. Revenues generated from the advertising business of taoche.com and listing and subscription business of taoche.com were
included in the revenues generated from advertising business and EP platform business, respectively. As a result of the above changes in segment structure, the comparative figures of segment information for the years ended December 31, 2013 and
December 31, 2014 were revised accordingly.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our advertising business

Revenues from our advertising business accounted for 51.5%, 50.2% and 40.4% of our total revenues in 2013, 2014 and 2015, respectively. We
generate revenues through our websites and mobile applications by providing advertising services to automakers. We generate most of our advertising revenues from new automobile advertising revenues through selling advertisements to automakers. We
provide text-based, banner, video and rich media advertisements on our bitauto.com website. Of the approximately 82 automakers in China and their joint ventures (consisting of international and Chinese automobile manufacturers with annual
sales volume of 21 million passenger automobiles), 77 placed advertisements on our bitauto.com website in 2015. Our advertising business also generates advertising revenues through selling advertisements, including text-based, banner and rich
media advertisements to a few automakers with certified pre-owned automobile programs, who have been placing advertisements on our taoche.com website.

Our EP platform business

We provide our
automobile dealer subscription services through our proprietary EP platform, which enables our customers to manage their online marketing efforts via a web browser-based and mobile-based interface developed by us while we maintain the core software
and databases. Our EP platform became a separate business segment in 2013. From 2014, we have started providing to automobile customers transaction services including our automobile transactions, CRM and online automotive financial platform
services, which are intended to optimize automobile purchase experience and facilitate completion of transactions. Our revenues from EP platform services were RMB491.8 million, RMB870.7 million and RMB1.9 billion (US$298.8 million) in 2013, 2014 and
2015, respectively, representing 34.2%, 35.4% and 48.2% of our total revenues in the respective periods.

Our digital marketing solutions business

Revenues from our digital marketing solutions business accounted for 14.3%, 14.4% and 11.4% of our total revenues in 2013, 2014 and
2015, respectively. We derive our revenues from the service fees paid by our customers, principally automakers, for the digital marketing solutions we provide, which include website creation and maintenance, online public relations, online marketing
campaigns and advertising agent services. In addition, we receive performance-based rebates from media vendors for our online advertising agent services, which are usually a percentage of the purchase price for qualifying advertising space purchased
by our customers.



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##### Table of Contents

Cost of Revenues

Cost of revenues for our advertising business and EP platform business mainly includes fees paid to our business partners to distribute our
dealer customers automobile pricing and promotional information, bandwidth leasing fees, salaries and benefits for employees directly involved in revenue generation activities, direct service cost, depreciation and amortization of assets,
turnover taxes and related surcharges. Cost of revenues for our digital marketing solutions business mainly includes direct service cost, salaries and benefits for employees directly involved in revenue generation activities, bandwidth leasing fees,
turnover taxes and related surcharges.

The following table sets forth our cost of revenues in each of our business segments, both as an
absolute amount and as a percentage of total revenues, for the periods indicated.



|                                     |  |                                    |           |  |      |  |       |      |  |  |           |  |  |     |       |  |     |  |           |   |  |  |         |  |  |  |       | 
|------------------------------------ |  | ---------------------------------- | --------- |  | ---- |  | ----- | ---- |  |  | --------- |  |  | --- | ----- |  | --- |  | --------- | - |  |  | ------- |  |  |  | ----- | 
|                                     |  | For the Year Ended December 31,    |          
|                                     |  | 2013                               |           |  | 2014 |  |       | 2015 | 
|                                     |  | RMB                                |           |  | %    |  |       | RMB  |  |  | %         |  |  | RMB |       |  | US$ |  |           | % | 
|                                     |  | (In thousands, except percentages) |          
|                                     |  |                                    |           |  |      |  |      
|Total revenues                       |  |                                    | 1,439,332 |  |      |  | 100.0 |      |  |  | 2,458,938 |  |  |     | 100.0 |  |     |  | 4,011,554 |   |  |  | 619,277 |  |  |  | 100.0 | 
|                                     |  |                                    |           |  |      |  |       |      |  |  |           |  |  |     |       |  |     |  |           |   |  |  |         |  |  |  |       | 
|                                     |  |                                    |           |  |      |  |      
|Cost of revenues:                    |  |                                    |           |  |      |  |       |      |  |  |           |  |  |     |       |  |     |  |           |   |  |  |         |  |  |  |       | 
|Advertising business                 |  |                                    | 127,420   |  |      |  | 8.9   |      |  |  | 221,194   |  |  |     | 9.0   |  |     |  | 321,833   |   |  |  | 49,682  |  |  |  | 8.0   | 
|EP platform business                 |  |                                    | 105,023   |  |      |  | 7.3   |      |  |  | 225,656   |  |  |     | 9.2   |  |     |  | 672,252   |   |  |  | 103,778 |  |  |  | 16.8  | 
|Digital marketing solutions business |  |                                    | 102,755   |  |      |  | 7.1   |      |  |  | 150,161   |  |  |     | 6.1   |  |     |  | 235,538   |   |  |  | 36,361  |  |  |  | 5.9   | 
|                                     |  |                                    |           |  |      |  |       |      |  |  |           |  |  |     |       |  |     |  |           |   |  |  |         |  |  |  |       | 
|                                     |  |                                    |           |  |      |  |      
|Total cost of revenues               |  |                                    | 335,198   |  |      |  | 23.3  |      |  |  | 597,011   |  |  |     | 24.3  |  |     |  | 1,229,623 |   |  |  | 189,821 |  |  |  | 30.7  | 
|                                     |  |                                    |           |  |      |  |       |      |  |  |           |  |  |     |       |  |     |  |           |   |  |  |         |  |  |  |       | 

Selling and Administrative Expenses

Our selling and administrative expenses primarily consist of the following:



| |  |  | salaries and benefits for the sales and marketing personnel and administrative personnel;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | sales and marketing expenses we incurred to promote our brand image through marketing activities on search engines and navigation sites, and events such as automotive exhibitions and industry forums;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | office expenses for our daily operations, and traveling and communication expenses;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | operating lease expenses for our headquarters in Beijing and office space in various other cities;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | share-based payments mainly arising from our share incentive plans;
| | - |  | -------------------------------------------------------------------



| |  |  | provision for bad debts;
| | - |  | ------------------------



| |  |  | depreciation and amortization;
| | - |  | ------------------------------



| |  |  | Write-down of assets; and
| | - |  | -------------------------



| |  |  | others that include stamp duties, training fees and delivery costs.
| | - |  | -------------------------------------------------------------------



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##### Table of Contents

The following table sets forth our selling and administrative expenses, both as an absolute
amount and as a percentage of total revenues for the periods indicated.



|                                          |  |                                    |           |  |      |  |       |      |  |  |           |  |  |     |       |  |     |  |           |   |  |  |         |  |  |  |       | 
|----------------------------------------- |  | ---------------------------------- | --------- |  | ---- |  | ----- | ---- |  |  | --------- |  |  | --- | ----- |  | --- |  | --------- | - |  |  | ------- |  |  |  | ----- | 
|                                          |  | For the Year Ended December 31,    |          
|                                          |  | 2013                               |           |  | 2014 |  |       | 2015 | 
|                                          |  | RMB                                |           |  | %    |  |       | RMB  |  |  | %         |  |  | RMB |       |  | US$ |  |           | % | 
|                                          |  | (In thousands, except percentages) |          
|Total revenues                            |  |                                    | 1,439,332 |  |      |  | 100.0 |      |  |  | 2,458,938 |  |  |     | 100.0 |  |     |  | 4,011,554 |   |  |  | 619,277 |  |  |  | 100.0 | 
|                                          |  |                                    |           |  |      |  |       |      |  |  |           |  |  |     |       |  |     |  |           |   |  |  |         |  |  |  |       | 
|Selling and administrative expenses:      |  |                                    |           |  |      |  |       |      |  |  |           |  |  |     |       |  |     |  |           |   |  |  |         |  |  |  |       | 
|Salaries and benefits                     |  |                                    | 262,278   |  |      |  | 18.2  |      |  |  | 351,785   |  |  |     | 14.3  |  |     |  | 590,576   |   |  |  | 91,169  |  |  |  | 14.7  | 
|Sales and marketing expenses              |  |                                    | 334,503   |  |      |  | 23.2  |      |  |  | 598,075   |  |  |     | 24.3  |  |     |  | 1,319,825 |   |  |  | 203,746 |  |  |  | 32.9  | 
|Office expenses                           |  |                                    | 41,413    |  |      |  | 2.9   |      |  |  | 50,236    |  |  |     | 2.0   |  |     |  | 64,073    |   |  |  | 9,891   |  |  |  | 1.6   | 
|Operating lease expenses                  |  |                                    | 37,935    |  |      |  | 2.6   |      |  |  | 54,710    |  |  |     | 2.2   |  |     |  | 75,176    |   |  |  | 11,605  |  |  |  | 1.9   | 
|Share-based payments                      |  |                                    | 19,386    |  |      |  | 1.3   |      |  |  | 57,104    |  |  |     | 2.3   |  |     |  | 120,045   |   |  |  | 18,532  |  |  |  | 3.0   | 
|Provision for bad debts                   |  |                                    | 10,349    |  |      |  | 0.7   |      |  |  | 13,897    |  |  |     | 0.6   |  |     |  | 8,931     |   |  |  | 1,379   |  |  |  | 0.2   | 
|Depreciation and amortization             |  |                                    | 25,743    |  |      |  | 1.8   |      |  |  | 29,174    |  |  |     | 1.2   |  |     |  | 512,674   |   |  |  | 79,143  |  |  |  | 12.8  | 
|Write-down of assets                      |  |                                    |          |  |      |  |      |      |  |  |          |  |  |     |      |  |     |  | 280,591   |   |  |  | 43,316  |  |  |  | 7.0   | 
|Others                                    |  |                                    | 17,262    |  |      |  | 1.2   |      |  |  | 20,706    |  |  |     | 0.8   |  |     |  | 20,585    |   |  |  | 3,178   |  |  |  | 0.5   | 
|                                          |  |                                    |           |  |      |  |       |      |  |  |           |  |  |     |       |  |     |  |           |   |  |  |         |  |  |  |       | 
|Total selling and administrative expenses |  |                                    | 748,869   |  |      |  | 51.9  |      |  |  | 1,175,687 |  |  |     | 47.7  |  |     |  | 2,992,476 |   |  |  | 461,959 |  |  |  | 74.6  | 
|                                          |  |                                    |           |  |      |  |       |      |  |  |           |  |  |     |       |  |     |  |           |   |  |  |         |  |  |  |       | 

Product Development Expenses

Our product development expenses mainly include the salaries and benefits for our product development employees. Our product development
expenses were RMB104.4 million, RMB148.1 million and RMB312.1 million (US$48.2 million) in 2013, 2014 and 2015, respectively, representing 7.3%, 6.0% and 7.8% of our total revenues in the respective periods.

Taxation

The Cayman Islands

We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to income or capital gains tax. In
addition, dividend payments are not subject to withholding tax in the Cayman Islands.

Hong Kong

Our subsidiaries in Hong Kong did not have assessable profits that were earned in or derived from Hong Kong during the years ended December 31,
2013, 2014 and 2015. Accordingly, we did not pay Hong Kong profit tax during these periods.

PRC

Under the Enterprise Income Tax Law, or EIT Law, and its implementation rules, enterprises established under the laws of jurisdictions outside
China with their de facto management bodies located within China may be considered to be PRC tax resident enterprises for tax purposes. We are a holding company incorporated in the Cayman Islands, which indirectly holds, through our Hong
Kong subsidiaries, 100% of our equity interests in our subsidiaries in the PRC. Our business operations are principally conducted through our PRC subsidiaries and its structured entities and most of our directors and management staff are PRC
nationals. If we are considered a PRC tax resident enterprise under the above definition, then our global income will be subject to PRC enterprise income tax at the rate of 25%. Further, the EIT Law and the implementation rules provide that an
income tax rate of 10% may be applicable to China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its overseas parent company that is not a PRC resident enterprise, which (i) do not have an establishment or place
of business in the PRC or (ii) have an establishment or place of business in the PRC but the relevant income is not effectively connected with the establishment or place of business, unless there are applicable treaties that reduce such rate. Under
a special arrangement between China and Hong Kong, such dividend withholding tax rate is reduced to 5% if a Hong Kong resident enterprise owns more than 25% of the equity interest in the PRC company distributing the dividends and is determined by
the competent PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement between Hong Kong and Mainland China and other applicable PRC laws. As our Hong Kong subsidiaries own 100% of our PRC
subsidiaries, under the aforesaid arrangement, any dividends that our PRC subsidiaries pay our Hong Kong subsidiary may be subject to a withholding tax at the rate of 5% if our Hong Kong subsidiary is not considered to be a PRC tax resident
enterprise as described below and is determined by the competent PRC tax authority to have satisfied relevant conditions and requirements. However, if our Hong Kong subsidiary is not considered to be the beneficial owners of such dividends under a
tax notice promulgated on October 27, 2009 or is determined by the competent PRC tax authority not to have satisfied any other relevant condition or requirement, such dividends would be subject to the withholding tax rate of 10%.



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The implementation rules of the EIT Law provide that (i) if the enterprise that distributes
dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how
domicile may be interpreted under the EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered as a PRC tax resident enterprise for tax purposes, any dividends we pay
to our overseas shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result become subject to PRC withholding tax at a rate
of up to 10% if such shareholders are non-PRC resident enterprises or up to 20% if such shareholders are non-PRC resident individuals, and it is not clear whether the tax treaty benefit would be applicable in such cases.

See Item 3. Key InformationD. Risk FactorsRisks Related to Doing Business in ChinaDividends we receive from our
subsidiaries located in the PRC may be subject to PRC withholding tax, which could materially and adversely affect the amount of dividends, if any, we may pay our shareholders or ADS holders. and Item 3. Key InformationD. Risk
FactorsRisks Related to Doing Business in China Under the EIT Law, we may be classified as a resident enterprise of China; such classification could result in unfavorable tax consequences to us and our non-PRC shareholders
and materially and adversely affect our results of operations and financial condition.

In November 2011, the PRC Ministry of
Finance and the State Administration of Taxation jointly issued two circulars setting out the details of the VAT Pilot Program, which change business tax to value-added tax for certain industries, including, among others, transportation services,
research and development and technical services, information technology services, and cultural and creative services. The VAT Pilot Program initially applied only to these industries in Shanghai, and has been expanded to eight additional provinces,
including Beijing, Tianjin, Zhejiang Province (including Ningbo), Anhui Province, Guangdong Province (including Shenzhen), Fujian Province (including Xiamen), Hubei Province and Jiangsu province in 2012. The VAT Pilot Program has been rolled out to
the whole country since August 1, 2013.

For the period immediately prior to the implementation of the VAT Pilot Program, revenues from
our services are subject to a 5% PRC business tax. Our entities have been subject to a 6% value-added tax since the respective effective time of the VAT Pilot Program for our services that are deemed by the relevant tax authorities to be within the
relevant industries.

For more information on PRC tax regulations, see Item 4. Information on the CompanyB. Business
OverviewRegulationPRC Enterprise Income Tax Law and  Item 10. Additional InformationE. Taxation.

Foreign Currency
Exchange Difference

Our presentation currency is Renminbi. The functional currencies of our holding company, Bitauto Holdings Limited,
and our wholly owned subsidiaries outside of China are the U.S. dollar and the Hong Kong dollar, while the functional currency of our PRC subsidiaries and structured entities is the Renminbi. We recognize exchange differences arising on the currency
translation in other comprehensive income when we consolidate our holding company, wholly-owned Hong Kong subsidiaries and our PRC subsidiaries and structured entities.

Critical Accounting Policies and Estimates

We prepare our financial statements in accordance with IFRS, as issued by the IASB, which requires us to make significant judgments, estimates
and assumptions that effect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the end of each reporting period, and (iii) the reported amounts of revenues and expenses during
each reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances.
Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.

Some of our accounting policies require higher degrees of judgment than others in their application. When reviewing our consolidated financial
statements, you should consider (i) our selection of critical accounting policies, (ii) the judgment and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in
conditions and assumptions. We consider the policies discussed below to be critical to an understanding of our consolidated financial statements as their application place significant demands on the judgment of our management. The following
descriptions of our critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements, the risks and uncertainties described under Risk Factors and other disclosures included
in this annual report. Beginning from the first quarter of 2016, we changed our accounting standards from IFRS to U.S. GAAP.



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Revenue Recognition

Consistent with the criteria of IAS 18, Revenue, we recognize revenue when the outcome of a transaction involving the rendering of
services can be estimated reliably, by reference to the stage of completion of the transaction at the end of the reporting period. The outcome of a transaction can be estimated reliably when all the following conditions are satisfied: (i) the
amount of revenue can be measured reliably; (ii) it is probable that the economic benefits associated with the transaction will flow to us; (iii) the stage of completion of the transaction at the end of the reporting period can be measured
reliably; and (iv) the costs incurred for the transaction and the costs to complete the transaction can be measured reliably. We assess our revenue arrangements against specific criteria in order to determine if we are acting as principal or
agent. Value-added tax is deducted from revenues. We enter into transactions that may include website design, set-up, and maintenance services, and customer relationship management services. The commercial effect of each separately identifiable
component of the transaction is evaluated in order to reflect the substance of the transaction. The consideration from these transactions is allocated to each separately identifiable component based on the relative fair value of each component. We
determine the fair value of each component based on the selling price of the component if sold separately by us. The consideration allocated to each component is recognized as revenue when the revenue recognition criteria for that component have
been met. The following is a description of revenue recognition criteria for each of our services provided:

Advertising services.Revenue from advertising activities is recognized when the advertisements are published over the stated display period and when the collectability is reasonably assured. We also organize promotional events to help customers to promote their
products. We recognize revenue from organizing promotional events when the services have been rendered, and the collectability is reasonably assured. Revenues from advertising services are reported at a gross amount.

Dealer subscription and listing services.We provide web-based and mobile-based integrated digital marketing solutions to automobile
customers in China. We make available throughout the subscription or listing period a proprietary platform linked to our website or media vendors websites where automobile customers can manage their customer relationships, and publish
information, such as the pricing of their automobiles, locations and addresses and other related information. The revenue is recognized on a straight-line basis over the subscription or listing period. Additionally, we provide customer relationship
management services. The revenue is recognized when the services have been rendered and the collectability is reasonably assured. Revenues from dealer subscription and listing services are reported at a gross amount.

We invoice our customers based on the payment terms stipulated in the executed subscription agreements, which generally ranges from several
months to one year. We record amounts received prior to revenue recognition in advances from customers, which is included in the other payables and accruals line item in our consolidated statements of financial position.

We provide automobile financial leasing services on our online automotive financial platform. Revenue attributable to finance leases is
recognized over the lease period on a systematic and rational basis so as to produce a constant periodic rate of return on the net investment in the finance lease. We also recognize commission-based fees for the provision of other transaction
services.

Agent services.We receive commissions for assisting customers in placing advertisements on media vendor websites
(advertising agent services). The net commission revenue from advertising agent services is recognized when the advertisements are published over the stated display period, and when the collectability is reasonably assured. We also
receive performance-based rebates from the media vendors, equal to a percentage of the purchase price for qualifying advertising space purchased and utilized by the customers we represent. However, we do not provide or receive any rebates when
placing advertisements on our own websites. Revenue is recognized when the amounts of these performance-based rebates are probable and reasonably estimable. We also provide other services to assist customers, such as project-based services including
public relations and marketing campaign, website design, setup and maintenance services. We recognize project-based services revenue when the services have been rendered, and the collectability is reasonably assured. Revenue from development
services is recognized when the services have been rendered, which is once the design and setup of the website is complete, and the collectability is reasonably assured. Revenue for maintenance services is recognized ratably over the contract
period.

Foreign currencies

Our presentation currency is the RMB. We and our subsidiaries and the structured entities individually determine their functional currency and
items included in the financial statements of each entity are measured using that functional currency. The functional currencies of us and our wholly owned subsidiaries outside of China are the U.S. dollar and the Hong Kong dollar, and the
functional currency of PRC subsidiaries and the structured entities is the RMB. Since our operations are primarily denominated in the RMB, we have chosen the RMB as the presentation currency for the consolidated financial statements.



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Government grants

Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be
complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is
recognized as income in equal amounts over the expected useful life of the related asset.

Fair Value of Financial Instruments

Our financial instruments contain financial assets and financial liabilities mainly including cash and cash equivalents, time deposits,
restricted cash, trade receivables, bills receivables, other receivables, financial assets at fair value through profit or loss, available-for-sale financial assets, trade payables, other payables, contingent considerations, interest-bearing
borrowings and convertible preference shares. The fair value of financial assets at fair value through profit or loss, available-for-sale financial assets and convertible preference shares is estimated using appropriate valuation techniques. The
fair value of other financial instruments approximate their carrying amounts largely due to the short-term maturity of these instruments.

Fair value measurement

We determine the policies and procedures for fair value measurements.

Independent appraisers are involved for valuation of significant assets and liabilities, such as financial assets and/or liabilities at fair
value through profit or loss and available-for-sale financial assets. Selection criteria of the independent appraisers include market knowledge, reputation, independence and whether professional standards are maintained. We decide, after discussions
with our independent appraisers, which valuation techniques and inputs to use for each case.

At each reporting date, we analyze the
movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per our accounting policies. For this analysis, we verify the major inputs applied in the latest valuation by agreeing the information in the
valuation computation to contracts and other relevant documents.

We, in conjunction with our independent appraisers, also compare
significant changes in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, we have determined classes of assets and liabilities on the basis of the nature, characteristics
and risks of the asset or liability and the level of the fair value hierarchy.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading. Financial assets are classified as held for
trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including warrants and separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging
instruments as defined by IAS 39 Financial Instruments: Recognition and Measurement.

Financial assets at fair value through profit or
loss are carried in the statement of financial position at fair value with net changes in fair value recognized in profit or loss.

Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics
and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value through profit or loss. Those embedded derivatives associated with the financial assets are measured at fair
value with changes in fair value recognized in profit or loss. Dividend or interest income, if any, from financial assets at fair value through profit or loss is recognized in profit or loss as part of other income when our right to receive payments
is established.

Available-for-sale financial assets

Available-for-sale financial assets are mainly investments in preference shares. Investments in preference shares classified as available for
sale are those that are neither classified as held for trading nor designated at fair value through profit or loss.

After initial
measurement, available-for-sale financial assets are subsequently measured at fair value with unrealized gains or losses recognized as other comprehensive income in the available-for-sale financial assets reserve until the investments are
derecognized, at which time the cumulative gain or loss is recognized in profit or loss, or the investment is determined to be impaired, when the cumulative loss is reclassified from the available-for-sale financial assets reserve to profit or loss.
The cumulative loss is measured as the difference between the acquisition cost and the current fair value, less impairment losses. Impairment losses on equity investments are not reversed through profit or loss; increases in their fair value after
impairment are recognized directly in other comprehensive income.



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For available-for-sale financial assets, we assessed at each reporting date whether there is
objective evidence that an investment or a group of investments is impaired. In the case of equity investments classified as available-for-sale, objective evidence would include a significant or prolonged decline in the fair value of the investment
below its cost. If any such evidence exists for available-for-sale financial assets, the cumulative lossmeasured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset
previously recognized in profit or lossis removed from other comprehensive income and recognized in profit or loss. Impairment losses recognized in profit or loss on equity instruments are not reversed through profit or loss.

Convertible preference shares

The
convertible preference shares of a subsidiary contain conversion features and redemption features that are embedded derivatives. We designated the convertible preference shares in their entirety as financial liabilities at the fair value through
profit or loss. Changes in fair value of convertible preference shares are recognized in profit or loss.

Property, plant and equipment and
intangible assetsestimated useful lives and residual values

We determine the estimated useful lives and residual values (if
applicable) and consequently related depreciation/amortization charges for property, plant and equipment and intangible assets. These estimates are based on the historical experience of the actual useful lives of property, plant and equipment of
similar nature and functions, or based on value-in-use calculations or market valuations according to the estimated periods that we intend to derive future economic benefits from the use of intangible assets. We will increase the
depreciation/amortization charge where useful lives are less than previously estimated lives, and it will write off or write down technically obsolete or non-strategic assets that have been abandoned or sold.

Actual economic lives may differ from estimated useful lives; and actual residual values may differ from estimated residual values. Periodic
review could result in a change in depreciable lives and residual values and therefore depreciation/amortization expense in future periods.

Share-based Payments

Our
share-based payment transactions with employees are measured by reference to the fair value of the equity instrument on the grant date. When we grant an award that vests in installments, or applies graded vesting, each installment or vesting tranche
is treated as a separate award.

The cost of equity-settled transactions with employees is recognized, together with a corresponding
increase in equity, and presented as employee equity benefit reserve, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until
the vesting date reflects the extent to which the vesting period has passed and our best estimate of the number of equity instruments that will ultimately vest. The expense or credit recognized in profit or loss for a period represents the movement
in cumulative expense recognized as at the beginning and end of that period.

No expense is recognized for awards that do not ultimately
vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other
performance conditions are satisfied.

Where the terms of an equity-settled transaction are modified, the minimum expense recognized is
the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transactions, or is otherwise
beneficial to the employee as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it
vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the
cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

On
December 31, 2006, we adopted the 2006 Plan under which we have reserved 1,028,512.5 ordinary shares for employees. We granted options to purchase 750,000 ordinary shares at an exercise price of US$0.40 per share to our employees on that date.
Pursuant to the 2006 Plan, the first 33% of the options granted would vest 12 months after the grant date, the second 33% of the options would vest 24 months after the grant date, and the remaining 34% of the options would vest 36 months after the
grant date, provided that the employee remained in service during these periods. There was no performance requirement for any options to be vested. Options granted typically expire 10 years from relevant grant date. In March 2016, we extended the
expiration date for 89,600 of those options to December 31, 2026. Options can only be exercised without cash settlement alternatives.



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On February 8, 2010, we implemented the 2010 Plan under which we have reserved 3,089,887.5
ordinary shares for our employees. We granted options to purchase 2,397,500 ordinary shares at an exercise price of US$3.20 per share to our employees on that date. Pursuant to the 2010 Plan and subject to limited exceptions, the first 25% of the
options would vest 12 months after the grant date, the second 25% of the options would vest 24 months after the grant date, the third 25% of the options would vest 36 months after the grant date and the remaining 25% of the options would vest 48
months after the grant date, on the condition that employees remain in service without any performance requirements. Options granted typically expire in 10 years from the grant date and there are no cash settlement alternatives.

On December 28, 2010, we granted options to purchase 278,512.5 ordinary shares under the 2006 Plan and options to purchase 589,487.5
ordinary shares under the 2010 Plan, at an exercise price of US$10.20 per share respectively, to designated employees and consultants on that date. Pursuant to the Plans, the options have graded vesting terms and vest in equal tranches from the
grant date over three or four years on the condition that employees remain in service without any performance requirements. Options granted typically expire in 10 years from the grant date and there are no cash settlement alternatives.

On August 7, 2012, we granted options to purchase 1,100,000 ordinary shares under the 2010 Plan to designated employees at an exercise
price of US$4.03 per share. Pursuant to the 2010 Plan, the options have graded vesting terms and vest in equal tranches from the grant date over four years on the condition that employees remain in service without any performance requirements.
Options granted typically expire in 10 years from the grant date and there are no cash settlement alternatives.

On August 7, 2012, we
adopted the 2012 Plan under which we have reserved 1,908,180 ordinary shares to motivate, attract and retain employees and directors. The 2012 Plan permits the awards of options, restricted shares or restricted share units or RSUs.

On August 7, 2013, we granted 400,000 RSUs with graded vesting terms to a senior executive under the 2012 Plan. The grant of RSUs may only
vest if the total revenues of us in any fiscal year from 2013 to 2016 equal or exceed 125% of our total revenues for the immediately preceding fiscal year. In the event that our total revenues in any fiscal year from 2013 to 2016 are lower than 125%
of the total revenues for the immediately preceding fiscal year, the senior executive shall not be eligible to receive such performance-based RSUs on August 7 of the following fiscal year. The first 30% and second 30% of the RSUs vested on
August 7, 2014 and August 7, 2015, respectively. The third 20% of the RSUs would vest on August 7, 2016. If the revenue performance targets are achieved for the fiscal year of 2016, the remaining 20% of the RSUs would vest on August 7, 2017.

On October 1, 2013, December 25, 2013, November 20, 2014 and March 5, 2015, we granted 40,000 RSUs, 100,000 RSUs, 32,500 RSUs and 30,000 RSUs
with graded vesting terms to employees under the 2012 Plan, respectively. Pursuant to the RSUs Award Agreement, every 25% of the award shall vest on the anniversary date of the grant date each year within four years of the award.

On October 21, 2014 and November 12, 2014, we granted 115,000 and 1,500 RSUs, respectively, to employees under the 2012 Plan. Pursuant to the
RSUs Award Agreement, the RSUs would vest on March 16, 2015.

On November 20, 2014, we granted 12,000 RSUs to employees under the 2012
Plan. Pursuant to the RSUs Award Agreement, 33%, 33% and 34% of the award shall vest on the anniversary date of the grant date each year within three years of the award.

On February 17, 2015, we granted 7,500 RSUs to employees with graded vesting terms under the 2012 Plan. Pursuant to the RSUs Award Agreement,
every 2,500 RSUs of the award shall vest on the anniversary date of November 14, 2015 each year within three years of the award.

On April
21, 2015 and August 20, 2015, we granted 232,500 and 40,000 RSUs, respectively, to employees under the 2012 Plan. Pursuant to the RSUs Award Agreement, the grant of RSUs would vest on August 20, 2015 and March 16, 2016, respectively, if the
employees key performance indicators were achieved.

Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date. The
arrangement is assessed for whether fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.



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Where we are as a lessee and a significant portion of the risks and rewards of ownership are
retained by the lessor, the lease is classified as an operating lease. Operating lease payments are recognized as an expense in profit or loss on the straight-line basis over the lease term.

Where we are as a lessor and we do not transfer substantially all the risks and benefits of ownership of an asset, the lease is classified as
operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue
in the period in which they are earned.

Where we are as a lessee and we have substantially all the risks and rewards of ownership, the
lease is classified as finance leases. Finance leases are capitalized at the leases inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of
finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the profit or loss over the lease period so as to produce a constant
periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the assets useful life or over the shorter of the assets useful life
and the lease term if there is no reasonable certainty that we will obtain ownership at the end of the lease term.

Where we are as a
lessor and we transfer substantially all the risks and rewards of ownership to the lessee, the lease is classified as finance leases. The leased property held should be presented as a receivable at an amount equal to the net investment in the lease.
The finance lease income is recognized over the lease period on a systematic and rational basis so as to produce a constant periodic rate of return on the net investment in the finance lease.

Fair value of equity

In
determining the grant date fair value of our ordinary shares for purposes of recording share-based compensation in connection with employee stock options granted before our initial public offering, we, with the assistance of independent appraisers,
performed retrospective valuation instead of contemporaneous valuation because, at the time of the valuation dates, our financial and limited human resources were principally focused on business development and marketing efforts. This approach is
consistent with the guidance prescribed by the AICPA Audit and Accounting Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid. Specifically, the Level B recommendation in
paragraph 16 of the Practice Aid sets forth the preferred types of valuation that should be used.

Our appraisers and we evaluated the use
of three generally accepted valuation approaches: market, cost and income approaches to estimate our enterprise value. Our appraisers and we considered the market and cost approaches as inappropriate for valuing our ordinary shares because no
comparable market transaction could be found for the market valuation approach and the cost approach does not directly incorporate information about the economic benefits contributed by our business operations. Consequently, our appraisers and we
relied solely on the income approach in determining the fair value of our ordinary shares. This method eliminates the discrepancy in the time value of money by using a discount rate to reflect all business risks including intrinsic and extrinsic
uncertainties in relation to our company. Accordingly, we, with the assistance of the independent appraisers, used the income approach to estimate the enterprise value at each date on which options were granted. We applied the methodologies
consistently for all valuation dates.

The income approach involves applying discounted cash flow analysis based on our projected cash
flow using managements best estimate as of the valuation dates. Estimating future cash flow requires us to analyze projected revenue growth, gross margins, effective tax rates, capital expenditures and working capital requirements. Our
projected revenues were based on expected annual growth rates derived from a combination of our historical experience and the general trend in Chinas automotive industry. The revenue and cost assumptions we used are consistent with our
long-range business plan and market conditions in the online marketing and advertising industry. We also have to make complex and subjective judgments regarding our unique business risks, the liquidity of our shares and our limited operating history
and future prospects at the time of grant or re-measurement. Other assumptions we used in deriving the fair value of our equity include:



| |  |  | no material changes will occur in the applicable future periods in the existing political, legal, fiscal or economic conditions and in the automotive advertising industry in China;
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| |  |  | no material changes will occur in the current taxation law in China and the applicable tax rates will remain unchanged;
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| |  |  | exchange rates and interest rates in the applicable future periods will not differ materially from the current rates;
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| |  |  | our future growth will not be constrained by lack of funding;
| | - |  | -------------------------------------------------------------



| |  |  | we have the ability to retain competent management and key personnel to support our on-going operations; and
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | industry trends and market conditions for the advertising and related industries will not deviate significantly from current forecasts.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------

In addition to estimating the cash flows during the projection period, we calculated the terminal value at the end of the projection period by
applying the Gordon growth model, which assumes a constant annual growth rate of 3% after the projection period.

Our cash flows were
discounted to present value using discount rates that reflect the risks the management perceived as being associated with achieving the forecasts and are based on the estimate of our weighted average cost of capital, or WACC, on each respective
grant or re-measurement date. The WACCs were derived by using the capital asset pricing model, a method that market participants commonly use to price securities. Under the capital asset pricing model, the discount rate was determined considering
the risk-free rate, industry-average correlated relative volatility coefficient, or beta, equity risk premium, size of our company, scale of our business and our ability in achieving forecast projections.

We also applied a discount for lack of marketability to reflect the fact that, at the time of the grants, we were a privately held company and
there was no public market for our equity securities. To determine the discount for lack of marketability, we and the independent appraisers used the Black-Scholes option pricing model. Pursuant to that model, we used the cost of a put option, which
can be used to hedge the price change before a privately held share can be sold, as the basis to determine the discount for lack of marketability. A put option was used because it incorporates certain company-specific factors, including timing of
the expected initial public offering and the volatility of the share price of the guideline companies engaged in the same industry. In evaluating comparable companies, we determined they should:



| |  |  | operate in the same or similar businesses;
| | - |  | ------------------------------------------



| |  |  | have a trading history comparable to the remaining life of our share options as of each valuation date; and
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | either have operations in China, as we only operate in China, or be market players in the United States, as we are a public company in the United States
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

We completed our initial public offering, of 10,600,000 ADSs, each representing one ordinary share, in November 2010. On November 17,
2010, we listed our ADSs on the New York Stock Exchange, or the NYSE, under the symbol BITA. Subsequent to our initial public offering date, we have used the price of our publicly traded shares on grant date for purposes of determining
the grant date fair value of our ordinary shares.

Fair value of share options

We, with the assistance of independent appraisers, estimated the share-based payments for share options on the grant dates based on each
options fair value as calculated using the binomial option model and the following assumptions ,inputs and weighted-average fair value per option granted:



|                                               |  |                                     |          |   |                                                      |     |          |                 |  |     |               |   |  |     |          |  
|---------------------------------------------- |  | ----------------------------------- | -------- | - | ---------------------------------------------------- | --- | -------- | --------------- |  | --- | ------------- | - |  | --- | -------- | -
|                                               |  | The 2006PlanVestingPeriod of 3Years |          |   | The 2006PlanVestingPeriod of 4Years and the2010 Plan |     |          | The 2010Plan    |  |     | The 2010Plan  |  
|Grant date                                     |  | December 28,2010                    |          |   | December 28,2010                                     |     |          | February 8,2010 |  |     | August 7,2012 |  
|Fair value per share                           |  | US$                                 | 10.16    |   |                                                      | US$ | 10.16    |                 |  | US$ | 3.02          |   |  | US$ | 4.20     |  
|Exercise price per share                       |  | US$                                 | 10.20    |   |                                                      | US$ | 10.20    |                 |  | US$ | 3.20          |   |  | US$ | 4.03     |  
|Risk-free interest rate of return              |  |                                     | 3.58     | % |                                                      |     | 3.58     | %               |  |     | 3.62          | % |  |     | 1.72     | %
|Dividend yield                                 |  |                                     | 0        |   |                                                      |     | 0        |                 |  |     | 0             |   |  |     | 0        |  
|Expected volatility                            |  |                                     | 68.54    | % |                                                      |     | 68.54    | %               |  |     | 59.8          | % |  |     | 52.9     | %
|Expected terms                                 |  |                                     | 10 years |   |                                                      |     | 10 years |                 |  |     | 10 years      |   |  |     | 10 years |  
|Weighted-average fair value per option granted |  | US$                                 | 5.08     |   |                                                      | US$ | 5.36     |                 |  | US$ | 3.60          |   |  | US$ | 2.34     |  



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For the purpose of determining the estimated fair value of our share options, we believe the fair
value per share and expected volatility of our ordinary shares are the most critical assumptions. Changes in these assumptions could significantly affect the fair value of share options and hence the amount of compensation expense we recognize in
our consolidated financial statements. Since we did not have a trading history for our shares sufficient to calculate our own historical volatility, expected volatility of our future ordinary share price was estimated based on the price volatility
of the shares of comparable public companies in the online marketing and advertising industry.

Fair value of RSUs

For performance-based RSUs, we evaluate if performance conditions are probable in each reporting period. The share-based payment expense of
RSUs is recognized ratably over the implicit service period if achieving performance conditions is probable. The fair value of services received in return for RSUs granted was measured by reference to the fair value of the RSUs granted, which was
based on the closing price of our ADSs on the grant date.

The following table lists weighted-average fair value per RSU for the 2012 Plan
on the date of grant:



|                                            |  |               |  |                |  |                  |  |                 |  |                  |  |                  |  |                  |  |              |  |               |  |               
|------------------------------------------- |  | ------------- |  | -------------- |  | ---------------- |  | --------------- |  | ---------------- |  | ---------------- |  | ---------------- |  | ------------ |  | ------------- |  | --------------
|                                            |  | The 2012 Plan
|Grant date                                  |  | August 7,2013 |  | October 1,2013 |  | December 25,2013 |  | October 21,2014 |  | November 12,2014 |  | November 20,2014 |  | February 17,2015 |  | March 5,2015 |  | April 21,2015 |  | August 20,2015
|Weighted-average fair value per RSU granted |  | US$12.00      |  | US$17.95       |  | US$29.01         |  | US$81.06        |  | US$79.32         |  | US$87.60         |  | US$62.36         |  | US$73.46     |  | US$56.26      |  | US$24.96      

Income taxes

In determining taxable income for financial statement reporting purposes, we must make certain estimates and judgments. These estimates and
judgments are applied in the calculation of certain tax liabilities and in the determination of the recoverability of deferred tax assets, which arise from temporary differences between the recognition of assets and liabilities for tax and financial
statement reporting purposes.

We must assess the likelihood that we will be able to recover our deferred tax assets. The carrying amount
of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized
deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. We consider past performance, future expected
taxable income and prudent and feasible tax planning strategies in determining the amount of deferred tax that can be recovered.

In
addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax rules and the potential for future adjustment of our uncertain tax positions by the various jurisdictional tax authorities. If our
estimates of these taxes are greater or less than actual results, an additional tax benefit or charge will result.

Goodwill and intangible assets
with indefinite lives

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred
and the amount recognized for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized
in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the
cash generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Goodwill is tested for impairment annually at cash-generating unit level and when circumstances indicate that the carrying value may be
impaired. Impairment is determined for goodwill by assessing the recoverable amount of the cash-generating unit, to which the goodwill relates. When the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment
loss is recognized. Impairment losses relating to goodwill are not reversible in future periods.



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Intangible assets with indefinite useful lives are tested for impairment annually at the
cash-generating unit level, as appropriate, and when circumstances indicate that the carrying value may be impaired.

The recoverable
amount of each cash-generating unit was determined based on a value in use calculation using cash flow projections based on financial budgets covering a five-year period approved by senior management. Cash flow projections were based on past
experience, actual operating results and managements best estimates about future developments, as well as certain market assumptions. We base our fair value estimates on assumptions we believe to be reasonable, but such assumptions are
unpredictable and inherently uncertain. As such, actual future results may differ from these estimates.

Key assumptions were used in the
value in use calculation of each cash-generating unit as of December 31, 2014 and 2015. The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of goodwill:



| |  |  | Budgeted gross margins. The basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the year immediately before the budget year, increased for expected
efficiency improvements.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Discount rates. Discount rates represent the current market assessment of the risks specific to each cash-generating unit, taking into consideration the time value of money and individual risks of the underlying assets
that have not been incorporated in the cash flow estimates. The discount rates used are pre-tax interest rates and reflect specific risks relating to the relevant units. The discount rates applied to the cash flow projections was 20% and cash flows
beyond the five-year period are extrapolated using growth rates of 3%.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We performed an annual impairment test as at the
balance sheet date to assess the cash-generating units respective recoverable amounts, and concluded that there was no impairment as the recoverable amounts of the cash-generating units exceeded their carrying amounts. There is no reasonable
change to above key assumptions that would lead to an impairment charge as of December 31, 2014 and 2015.

Cash-generating
unit for goodwill impairment testing

Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as our Chief Executive Officer. Until December 31, 2014, we
managed our business in four segments, namely, bitauto.com business, EP platform business, taoche.com business and digital marketing solutions business. Starting from January 1, 2015, in order to better reflect the structure of business, management
started to oversee and monitor its business in three segments, namely advertising business, EP platform business and digital marketing solutions business. Advertising revenue and dealer listing revenue from taoche.com business were reported under
advertising business and EP platform business, respectively.

Target Net, Beijing Runlin, Beijing Bitcar Interactive Information
Technology Company Limited, or Bitcar, and other legal entities belonging to EP platform business were expected to benefit from the synergies of the acquisitions of Target Net and Beijing Runlin. The goodwill of Target Net and Beijing Runlin was
allocated entirely to the EP platform business segment. Work It Out Jor Limited (Work It Out) and other legal entities belonging to the segment of digital marketing solutions were expected to benefit from the synergies of the acquisition
of Work It Out. The goodwill of Work It Out was allocated entirely to the digital marketing solutions segment. Based on the above, the lowest level within us at which goodwill is monitored for internal management purposes is the business segment
level. Therefore, goodwill impairment was tested at the business segment level as of December 31, 2015.

Intangible assets with finite lives

We amortize our intangible assets over the useful economic life on a straight-line basis and assess them for impairment whenever
there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year end. Changes in the expected useful
life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates. The amortization expense
on intangible assets with finite lives is recognized in profit or loss in the expense category consistent with the function of the intangible asset. There has been no change to the estimated useful lives during the periods presented.

We evaluate our intangible assets with finite lives for impairment whenever events or changes in circumstances, such as a significant adverse
change to market conditions that will impact the future use of the assets, indicate that the carrying amount of intangible assets may not be recoverable. If such an indication exists, we estimate the assets recoverable amount. There were no
indicators of impairment associated with the finite lived intangible assets as of December 31, 2013 and 2014, respectively. At the year end of 2015, we recorded a write-down of assets for the business cooperation relating to resources to be
provided through the channel of Paipai.com, as the Paipai.com business has been terminated by JD.



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Impairment of trade receivables

We recognize a provision for impairment when there is objective evidence that we will not be able to collect all amounts due according to the
original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the trade
receivable is impaired. The amount of the provision is the difference between the assets carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. We have made judgments based on
the age of the trade receivables and the customer specific credit risk in relation to the impairment of the trade receivable balances, which include the incurrence of losses, and amounts expected to be recovered in respect of any impaired trade
receivables.

Bills receivables

Bills receivables represent short-term notes receivables issued by reputable financial institutions that entitle us to receive the full face
amount from the financial institutions at maturity, which generally range from three to six months from the date of issuance. At the time of sale of the bills receivables to the banks, the risks and rewards relating to the bills receivables are
substantially transferred to the banks. Accordingly, bills receivables are de-recognized, and a discount equal to the difference between the carrying value of the bills receivables and cash received is recorded in the consolidated statement of
comprehensive income.

Treasury shares

Our own equity instruments that are reacquired are recognized at cost and deducted from equity as treasury shares. No gain or loss is
recognized in the statements of comprehensive income on the purchase, sale, issue or cancellation of our own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognized in share premium. Voting
rights related to treasury shares are nullified for us and no dividends are allocated to them.

Investments in associates and joint ventures

Our investments in associates and joint ventures are accounted for using the equity method. An associate is an entity in which we
have significant influence. A joint venture is a joint venture that involves the establishment of a corporation, partnership or other entity in which each venturer has an interest. The entity operates in the same way as other entities, except that a
contractual arrangement between the venturers establishes joint control over the economic activity of the entity. Investments accounted for using the equity method are carried at cost plus post acquisition changes in our share of net assets of the
equity investees. Goodwill relating to the equity investee is included in the carrying amount of the investments and is neither amortized nor individually tested for impairment.

The consolidated statement of comprehensive income reflects our share of the results of operations of the equity investee. Any change in other
comprehensive income of those equity investees is presented as part of our other comprehensive income. Unrealized gains and losses resulting from transactions between us and the equity investees are eliminated to the extent of the interests in the
equity investees.

The financial statements of the equity investees are prepared for the same reporting period as us. When necessary,
adjustments are made to bring the accounting policies in line with us.

After application of the equity method, we determine whether it is
necessary to recognize an additional impairment loss on our investment in our equity investees. We determine at each reporting date whether there is any objective evidence that the investments in the equity investees are impaired. If this is the
case, we calculate the amount of impairment as the difference between the recoverable amount of the equity investees and its carrying value and recognize the amount in profit or loss in the consolidated statements of comprehensive income.

Upon loss of significant influence over the associates, or joint control over the equity investees respectively, we measure and recognize any
retaining investments at their fair value. Any difference between the carrying amount of the equity investees upon loss of significant influence or joint control and the fair value of the retained investments and proceeds from disposal is recognized
in profit or loss.

Investments in preference shares

Our investments in form of preference shares issued by equity investees and investments in form of common shares with contingent redemption
right, liquidation preference or dividend right not available to other common shareholders are accounted for as financial instruments. We classify the host contract of the preference shares interests as available-for-sale financial assets, which are
measured at fair value with the changes recorded in the other comprehensive income, and bifurcating embedded derivatives that not closely related to the economic characteristics and risks of the host contract. The derivatives are measured at fair
value with the changes recorded in profit or loss.



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From time to time, the rights on certain investments in which we have significant influence were
modified with new rounds of financing. These modifications may be additions or removals of certain preferential rights. As a result of such modification, these equity investments, which were accounted for using equity method, were reclassified as
investments accounted for under IAS 39, or vice versa. The carrying amount of the investments were remeasured upon the reclassification and a deemed disposal gain or loss was recognized.

Business Combinations and contingent consideration

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the
consideration transferred, measured at fair value on the date of acquisition and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at
fair value or at the proportionate share of the acquirees identifiable net assets. Acquisition costs incurred are expensed.

The
identifiable assets acquired and liabilities assumed are measured at their acquisition-date fair values, which are the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date under current market conditions. We determine the fair value for non-financial assets by considering the highest and best use of the asset from the perspective of market participants. When we acquire a business,
we assess the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as of the acquisition date. This includes the separation
of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the previously held equity
interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognized in profit and loss.

Any contingent
consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration thatis deemed to be an asset or liability will be recognized in
accordance with IAS 39 Financial Instruments: Recognition and Measurement (IAS 39) either in profit or loss or as change to other comprehensive income. If the contingent consideration is classified as equity, it shall not be remeasured.
Subsequent settlement is accounted for within equity. In instances where the contingent consideration is not within the scope of IAS 39, it is measured in accordance with the appropriate IFRS.

Results of Operations

The following
tables set forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report.



|                                                                                       |  |                                 |           |   |      |  |            |      |  |  |            |   |  |  |          |  
|-------------------------------------------------------------------------------------- |  | ------------------------------- | --------- | - | ---- |  | ---------- | ---- |  |  | ---------- | - |  |  | -------- | -
|                                                                                       |  | For the Year Ended December 31, |          
|                                                                                       |  | 2013                            |           |   | 2014 |  |            | 2015 | 
|                                                                                       |  | RMB                             |           |   | RMB  |  |            | RMB  |  |  | US$        |  
|                                                                                       |  | (In thousands)                  |          
|                                                                                       |  |                                 |           |  
|Revenue                                                                                |  |                                 | 1,439,332 |   |      |  | 2,458,938  |      |  |  | 4,011,554  |   |  |  | 619,277  |  
|Cost of revenue(1)                                                                     |  |                                 | (335,198  | ) |      |  | (597,011   | )    |  |  | (1,229,623 | ) |  |  | (189,821 | )
|                                                                                       |  |                                 |           |   |      |  |            |      |  |  |            |   |  |  |          |  
|Gross profit                                                                           |  |                                 | 1,104,134 |   |      |  | 1,861,927  |      |  |  | 2,781,931  |   |  |  | 429,456  |  
|Selling and administrative
expenses(2)                                                 |  |                                 | (748,869  | ) |      |  | (1,175,687 | )    |  |  | (2,992,476 | ) |  |  | (461,959 | )
|Product development expenses                                                           |  |                                 | (104,406  | ) |      |  | (148,078   | )    |  |  | (312,100   | ) |  |  | (48,180  | )
|Other gains/(losses), net                                                              |  |                                 | 5,526     |   |      |  | (10,903    | )    |  |  | 43,089     |   |  |  | 6,652    |  
|                                                                                       |  |                                 |           |   |      |  |            |      |  |  |            |   |  |  |          |  
|Operating profit/(loss)                                                                |  |                                 | 256,385   |   |      |  | 527,259    |      |  |  | (479,556   | ) |  |  | (74,031  | )
|Interest income                                                                        |  |                                 | 8,111     |   |      |  | 13,607     |      |  |  | 24,980     |   |  |  | 3,856    |  
|Interest expense                                                                       |  |                                 | (2,751    | ) |      |  | (6,340     | )    |  |  | (8,140     | ) |  |  | (1,257   | )
|Changes in fair value of financial instruments                                         |  |                                 |          |   |      |  |           |      |  |  | (31,618    | ) |  |  | (4,881   | )
|Share of profits /(losses) of investments accounted for using equity method            |  |                                 | 1,738     |   |      |  | (1,342     | )    |  |  | (16,216    | ) |  |  | (2,503   | )
|Gain from deemed disposal of equity investments                                        |  |                                 |          |   |      |  |           |      |  |  | 141,195    |   |  |  | 21,797   |  
|Gain from adjustment of contingent consideration                                       |  |                                 |          |   |      |  |           |      |  |  | 17,419     |   |  |  | 2,689    |  
|Gain from step acquisition arising from revaluation of previously held equity interest |  |                                 |          |   |      |  | 53,581     |      |  |  |           |   |  |  |         |  
|                                                                                       |  |                                 |           |   |      |  |            |      |  |  |            |   |  |  |          |  
|Profit/(loss) before tax(3)                                                            |  |                                 | 263,483   |   |      |  | 586,765    |      |  |  | (351,936   | ) |  |  | (54,330  | )
|Income tax expense                                                                     |  |                                 | (22,255   | ) |      |  | (97,643    | )    |  |  | (64,517    | ) |  |  | (9,960   | )
|                                                                                       |  |                                 |           |   |      |  |            |      |  |  |            |   |  |  |          |  
|Profit/(loss) for the year                                                             |  |                                 | 241,228   |   |      |  | 489,122    |      |  |  | (416,453   | ) |  |  | (64,290  | )
|                                                                                       |  |                                 |           |   |      |  |            |      |  |  |            |   |  |  |          |  



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|(1) | Including amortization of intangible assets resulting from business acquisitions of RMB8.5 million and RMB19.5 million (US$3.0 million) in 2014 and 2015, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Including share-based payments of RMB19.4 million, RMB57.1 million and RMB120.0 million (US$18.5 million) in 2013, 2014 and 2015, respectively. Also including non-capitalized follow-on public offering expenses of RMB2.6
million in 2013, amortization of intangible assets resulting from business acquisitions and write-down of assets of RMB6.7 million and RMB750.3 million (US$115.8 million) in 2014 and 2015, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Including fair value adjustment of contingent considerations of RMB2.7 million and RMB3.6 million (US$0.5 million) in 2014 and 2015, respectively, and share of amortization of equity investments intangible assets
not on their books of RMB0.4 million and RMB0.3 million (US$0.04 million) in 2014 and 2015, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Year Ended December 31,
2015 Compared to Year Ended December 31, 2014

Revenue.Our total revenue increased by 63.1% from
RMB2.46 billion in 2014 to RMB4.01 billion (US$619.3 million) in 2015. This increase was primarily due to the growth of the EP platform business, the advertising business and the digital marketing solutions business.

Our advertising business. Revenue from our advertising business increased by 31.3% from RMB1.23 billion in 2014 to RMB1.62 billion
(US$250.0 million) in 2015. The increase was attributable to better brand recognition of the bitauto.com website due to its leading position as one of the most effective auto vertical destinations in China as well as an increase in
advertising spending by automaker customers.

Our EP platform business.Revenue from our EP platform business increased
by 122.3% from RMB870.7 million in 2014 to RMB1.94 billion (US$298.8 million) in 2015. The increase was primarily due to an increase in transaction services including automobile transactions, customer relationship management and online automotive
financial platform services, as well as an increase in the number of paying customers.

Our digital marketing solutions
business. Revenue from our digital marketing solutions business increased by 28.6% from RMB355.0 million in 2014 to RMB456.5 million (US$70.5 million) in 2015. The increase was attributable to an increase in the number of advertising
customers in 2015.

Cost of Revenue. Our cost of revenue increased by 106.0% from RMB597.0 million in 2014 to
RMB1.23 billion (US$189.8 million) in 2015.

Our advertising business. Cost of revenue from our advertising business increased
by 45.5% from RMB221.2 million in 2014 to RMB321.8 million (US$49.7 million) in 2015. The increase was mainly due to an increase of RMB45.7 million (US$7.1 million) in higher-direct-cost services, as well as an increase of RMB52.1 million (US$8.0
million) in fees paid to partners websites to distribute dealer customers automobile pricing and promotional information.

Our EP platform business.Cost of revenue from our EP platform business increased by 197.9% from RMB225.7 million in 2014 to RMB672.3
million (US$103.8 million) in 2015. This increase was mainly due to an increase of RMB318.4 million (US$49.2 million) in direct costs in transaction services on the EP platform.

Our digital marketing solutions business. Cost of revenue from our digital marketing solutions business increased by 56.9% from
RMB150.2 million in 2014 to RMB235.5 million (US$36.4 million) in 2015. This increase was mainly due to increase in direct costs of the customer support services such as marketing activities and website design and maintenance for our customers.

Gross Profit.Our gross profit increased by 49.4% from RMB1.86 billion in 2014 to RMB2.78 billion (US$429.5 million) in 2015.

Selling and Administrative Expenses.Our selling and administrative expenses increased by 154.5% from
RMB1.18 billion in 2014 to RMB2.99 billion (US$462.0 million) in 2015. This increase was primarily attributable to the increase in headcount and related expenses, mobile marketing efforts, amortization of intangible assets relating to the strategic
cooperation with JD.com as well as write-down of assets.



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Salaries and benefits.Expenses relating to our salaries and benefits
increased by 67.9% from RMB351.8 million in 2014 to RMB590.6 million (US$91.2 million) in 2015. This increase was mainly attributable to the increase in the number of our sales and marketing employees and a modest increase in the average employee
salaries.

Sales and marketing expenses. Our sales and marketing expenses increased by 120.7% from RMB598.1 million in 2014 to
RMB1.32 billion (US$203.7 million) in 2015. This increase was mainly due to an increase in expenses relating to the mobile marketing efforts.

Amortization of intangible assets relating to the strategic cooperation with JD.com. Amortization of intangible assets relating to the
strategic cooperation with JD.com incurred for the year ended December 31, 2013, 2014 and 2015 was nil, nil and RMB469.8 million (US$72.5 million).

Office expenses.Our office expenses increased by 27.5% from RMB50.2 million in 2014 to RMB64.1 million (US$9.9
million) in 2015.

Operating lease expenses. Our operating lease expenses increased by 37.4% from RMB54.7 million in 2014 to
RMB75.2 million (US$11.6 million) in 2015.

Product Development Expenses.Our product development expenses increased by
110.8% from RMB148.1 million in 2014 to RMB312.1 million (US$48.2 million) in 2015. This increase was primarily due to an increase in product development headcount and their related expenses.

Income Tax Expense. Our income tax expense decreased from RMB97.6 million in 2014 to RMB64.5 million (US$10.0 million) in 2015.
This decrease was primarily because of a decrease in taxable profit.

IFRS loss for the Year. As a result of foregoing,
we recorded a loss of RMB416.5 million (US$64.3 million) in 2015.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Revenue.Our total revenue increased by 70.8% from RMB1.44 billion in 2013 to RMB2.46 billion in
2014. This increase was primarily due to the growth of the bitauto.com advertising business, the EP platform business and the digital marketing solutions business.

Our advertising business. Revenue from our advertising business increased by 66.2% from RMB741.8 million in 2013 to RMB1.23 billion
in 2014. The increase was attributable to better brand recognition of the bitauto.com website due to its leading position as one of the most effective auto vertical destinations in China as well as an increase in advertising spending by automaker
customers.

Our EP platform business.Revenue from our EP platform business increased by 77.0% from RMB491.8 million in
2013 to RMB870.7 million in 2014. The increase was due to an increase in both the number of paid subscribers and months of paid subscription from 2013.

Our digital marketing solutions business. Revenue from our digital marketing solutions business increased by 72.6% from RMB205.7 million
in 2013 to RMB355.0 million in 2014. The increase was attributable to an increase in the number of advertising customers and an increase in spending on advertising and events by certain customers in 2014.

Cost of Revenue. Our cost of revenue increased by 78.1% from RMB335.2 million in 2013 to RMB597.0 million in 2014.

Our advertising business. Cost of revenue from our bitauto.com advertising business increased by 73.6% from RMB127.4 million
in 2013 to RMB221.2 million in 2014. The increase was due to an increase of RMB57.5 million in higher-direct-cost services, an increase of RMB17.3 million in tax and related surcharges in line with revenue growth, as well as an increase of RMB12.4
million in personnel-related expenses.

Our EP platform business.Cost of revenue from our EP platform business increased by 114.9%
from RMB105.0 million in 2013 to RMB225.7 million in 2014. This increase was mainly due to an increase of RMB107.7 million in direct costs in new products and services on the EP platform.



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Our digital marketing solutions business. Cost of revenue from our digital marketing
solutions business increased by 46.1% from RMB102.8 million in 2013 to RMB150.2 million in 2014. This increase was mainly due to direct costs for the customer support services such as marketing activities and website design and maintenance for our
customers.

Gross Profit.Our gross profit increased by 68.6% from RMB1.10 billion in 2013 to RMB1.86 billion in 2014.

Selling and Administrative Expenses.Our selling and administrative expenses increased by 57.0% from RMB748.9
million in 2013 to RMB1.18 billion in 2014. This increase was primarily attributable to an increase in expenses relating to our mobile marketing efforts and navigation marketing efforts, as well as an increase in selling and administrative
headcount, and an increase in employee salaries and benefits.

Salaries and benefits.Expenses relating
to our salaries and benefits increased by 34.1% from RMB262.3 million in 2013 to RMB351.8 million in 2014. This increase was mainly attributable to the increase in the number of our sales and marketing employees, a modest increase in the average
employee salaries and higher PRC employee welfare contribution rates as adjusted by the relevant government authority.

Sales and
marketing expenses.Our sales and marketing expenses increased by 78.8% from RMB334.5 million in 2013 to RMB598.1 million in 2014. This increase was mainly due to an increase in expenses relating to the mobile marketing efforts and
navigation marketing efforts.

Office expenses.Our office expenses increased by 21.3% from RMB41.4
million in 2013 to RMB50.2 million in 2014. This increase was in line with the operation growth.

Operating lease expenses.Our operating lease expenses increased by 44.2% from RMB37.9 million in 2013 to RMB54.7 million in 2014, mainly because we rented additional office space as we increased the number of our employees.

Product Development Expenses.Our product development expenses increased by 41.8% from RMB104.4 million in 2013 to RMB148.1
million in 2014. This increase was primarily due to an increase in product development headcount and their related expenses.

Income
Tax Expense. Our income tax expense increased from RMB22.3 million in 2013 to RMB97.6 million in 2014. This increase was primarily because of an increase in taxable profit.

IFRS profit for the Year. As a result of foregoing, our profit increased from RMB241.2 million in 2013 to RMB489.1 million
in 2014.

Inflation

To date,
inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for 2013, 2014 and 2015 were increases of 2.5%, 1.5%
and 1.6%, respectively. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China. For example, certain operating costs and
expenses, such as personnel expenses, real estate leasing expenses, travel expenses and office operating expenses may increase as a result of higher inflation. Additionally, because a substantial portion of our assets consists of cash and cash
equivalents, high inflation could significantly reduce the value and purchasing power of these assets. We are not able to hedge our exposures to higher inflation in China.

Recent Accounting Pronouncements

New Amendments to Standards Adopted by Us

The following amendments to standards have been adopted by us for the first time for the financial year beginning on January 1, 2015. The
adoption of these amendments to standards does not have any significant impact on our consolidated financial statements.

IAS 19 (2011)
(amendment) Defined benefit plans: employee contributions

IFRSs (amendment) Annual improvements to IFRSs 2010-2012 cycle and 2011-2013
cycle



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New Standards and Amendments to Standards not yet Adopted by Us

A number of new standards and amendments to standards are not effective for the financial year beginning January 1, 2015, and have not
been early adopted by us in preparing the consolidated financial statements. None of these is expected to have a significant effect on our consolidated financial statements, except the following.

IFRS 15 Revenue from contracts with customers deals with revenue recognition and establishes principles for reporting useful
information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entitys contracts with customers. Revenue is recognized when a customer obtains control of a good or
service and thus has the ability to direct the use and obtain the benefits from the good or service. This standard replaces IAS 18 Revenue and IAS 11 Construction contracts and related interpretations. This standard is
effective for annual periods beginning on or after January 1, 2018 and earlier adoption is permitted.

IFRS 9 Financial
instruments addresses the classification, measurement and recognition of financial assets and financial liabilities. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains
but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortized cost, fair value through other comprehensive income and fair value through profit or loss. The basis of classification
depends on the entitys business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at
inception to present changes in fair value in other comprehensive income not recycling. There is now a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39. For financial liabilities there were no changes
to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. IFRS 9 relaxes the requirements for hedge effectiveness by
replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the hedged ratio to be the same as the one management actually use for risk management
purposes. Contemporaneous documentation is still required but is different to that currently prepared under IAS 39. This standard is effective for annual periods beginning on or after January 1, 2018 and early adoption is permitted.

IFRS 16 Lease requires lessees to recognize lease liability reflecting future lease payments and a right-of-use-asset
for almost all lease contracts, with an exemption for certain short-term leases and leases of low-value assets. This standard is effective for annual periods beginning on or after January 1, 2019. Early adoption is permitted if IFRS 15 is also
applied.

We are in the process of assessing the impact of the above new standards on our results and financial position. There are no
other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on us.



|B. | Liquidity and Capital Resources
|-- | -------------------------------

The following table presents a summary
of our consolidated financial position data as of December 31, 2014 and 2015:



|                                                          |  |                   |           |  |      |  |            |     |  |  |           | 
|--------------------------------------------------------- |  | ----------------- | --------- |  | ---- |  | ---------- | --- |  |  | --------- | 
|                                                          |  | As ofDecember 31, |          
|                                                          |  | 2014              |           |  | 2015 | 
|                                                          |  | RMB               |           |  | RMB  |  |            | US$ | 
|                                                          |  | (In thousands)    |          
|Cash, cash equivalents, time deposits and restricted cash |  |                   | 1,282,663 |  |      |  | 3,391,529  |     |  |  | 523,562   | 
|Total current assets                                      |  |                   | 2,917,013 |  |      |  | 7,885,048  |     |  |  | 1,217,242 | 
|Total assets                                              |  |                   | 3,675,307 |  |      |  | 13,089,453 |     |  |  | 2,020,664 | 
|Total equity                                              |  |                   | 2,160,915 |  |      |  | 8,615,243  |     |  |  | 1,329,964 | 
|Total current liabilities                                 |  |                   | 1,427,533 |  |      |  | 2,660,501  |     |  |  | 410,712   | 
|Total liabilities                                         |  |                   | 1,514,392 |  |      |  | 4,474,210  |     |  |  | 690,700   | 
|Total equity and liabilities                              |  |                   | 3,675,307 |  |      |  | 13,089,453 |     |  |  | 2,020,664 | 

Our PRC subsidiaries are permitted to pay dividends to us only out of its retained earnings, if any, as
determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our PRC subsidiaries and their structured entities are required to set aside at least 10% of their after-tax profits each year, if any, to fund a
statutory reserve until such reserve reaches 50% of their registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the
respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As a result of these PRC laws and regulations, our PRC subsidiaries are restricted in their ability to transfer a portion of their
net assets, including general reserve and registered capital, either in the form of dividends, loans or advances. Such restricted portion of accumulated profits amounted to RMB18.3 million and RMB26.1 million (US$4.0 million) as of December 31,
2014 and 2015, respectively.



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To date, our principal sources of liquidity have been cash collected from customers, the proceeds
from the private placement of our Series A, B, C, D-1 and D-2 convertible preference shares, the net proceeds from our initial public offering in 2010 and the net proceeds from our follow on offering in December 2013. See Item 7. Major
Shareholders and Related Party TransactionsB. Related Party Transactions. As of December 31, 2014 and 2015, we had RMB1.28 billion and RMB3.39 billion (US$523.6 million) in cash, cash equivalents, time deposits and restricted cash,
respectively. Although we consolidate the results of our PRC structured entities, we do not have direct access to their cash and cash equivalents or future earnings. However, we can direct the use of their cash through agreements that provide us
with effective control of these entities. Moreover, we are entitled to receive annual fees from them in exchange for certain technology consulting services provided by us and the use of certain intellectual properties owned by us. See Item 7.
Major Shareholders and Related Party TransactionsB. Related Party TransactionsContractual Arrangements with our PRC Structured Entities and Their Shareholders.

We believe that our current cash and anticipated cash flows from our operations will be sufficient to meet our anticipated cash needs,
including our cash needs for working capital and capital expenditures, for at least the next 12 months. We may, however, require additional cash due to changing business conditions or other future developments, including any investments or
acquisitions we may decide to pursue. If our existing cash is insufficient to meet our requirements, we may seek to sell additional equity securities, debt securities or borrow from lending institutions. Financing may be unavailable in the amounts
we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working capital and capital
expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as
required, our business operations and prospects may suffer.

Our cash, cash equivalents and time deposits as of December 31, 2014 and 2015
are listed in the table below.



|                                         |      |                    |         |      |     |  |         | 
|---------------------------------------- | ---- | ------------------ | ------- | ---- | --- |  | ------- | 
|                                         |      | As of December 31, |        
|                                         | 2014 |                    |         | 2015 |    
|                                         |      | RMB                |         |      | RMB | 
|                                         |      | (In millions)      |        
|Cash located outside of the PRC          |      |                    |         |      |     |  |         | 
|- in US dollars                          |      |                    | 415.8   |      |     |  | 1,615.4 | 
|- in HK dollars                          |      |                    | 0.1     |      |     |  | 0.1     | 
|- in RMB                                 |      |                    |        |      |     |  | 0.3     | 
|                                         |      |                    |         |      |     |  |         | 
|                                         |      |                    | 415.9   |      |     |  | 1,615.8 | 
|                                         |      |                   
|Cash located in the PRC:                 |      |                    |         |      |     |  |         | 
|- held by structured entities:           |      |                    |         |      |     |  |         | 
|- in RMB                                 |      |                    | 448.0   |      |     |  | 802.3   | 
|- in US dollars                          |      |                    |        |      |     |  | 90.9    | 
|-held by subsidiaries:                   |      |                    |         |      |     |  |         | 
|-in RMB                                  |      |                    | 195.3   |      |     |  | 795.9   | 
|-in US dollars                           |      |                    | 223.5   |      |     |  | 86.6    | 
|                                         |      |                    |         |      |     |  |         | 
|                                         |      |                    | 866.8   |      |     |  | 1,775.7 | 
|                                         |      |                    |         |      |     |  |         | 
|Cash, cash equivalents and time deposits |      |                    | 1,282.7 |      |     |  | 3,391.5 | 
|                                         |      |                    |         |      |     |  |         | 

Cash located in the PRC, which are held by our structured entities and PRC subsidiaries, can be transferred to
our subsidiaries outside of China through dividend payments. Such transfer will incur cost in the form of PRC withholding tax. See Item 3. Key InformationD. Risk FactorsRisks Related to Doing Business in ChinaDividends we
receive from our subsidiaries located in the PRC may be subject to PRC withholding tax, which could materially and adversely affect the amount of dividends, if any, we may pay our shareholders or ADS holders.

Furthermore, cash transfers from our PRC subsidiaries to our subsidiaries outside of China are subject to PRC government control of currency
conversion. Restrictions on the availability of foreign currency may affect the ability of our PRC subsidiaries and structured entities to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign
currency denominated obligations. Dividend payments are current account transactions, which can be made in foreign currencies by complying with certain procedural requirements but do not require prior approval from SAFE. See Item 3. Key
InformationD. Risk FactorsRisks Related to Doing Business in ChinaGovernmental control of currency conversion may affect the value of your investment.



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The following table sets forth a summary of our cash flows for the periods indicated:



|                                                   |  |                                 |           |   |      |  |           |      |  |  |            |   |  |  |          |  
|-------------------------------------------------- |  | ------------------------------- | --------- | - | ---- |  | --------- | ---- |  |  | ---------- | - |  |  | -------- | -
|                                                   |  | For the Year Ended December 31, |          
|                                                   |  | 2013                            |           |   | 2014 |  |           | 2015 | 
|                                                   |  | RMB                             |           |   | RMB  |  |           | RMB  |  |  | US$        |  
|                                                   |  | (In thousands)                  |          
|Net cash from/(used in) operating activities       |  |                                 | 330,556   |   |      |  | 413,601   |      |  |  | (2,152,551 | ) |  |  | (332,297 | )
|Net cash used in investing activities              |  |                                 | (56,759   | ) |      |  | (320,289  | )    |  |  | (1,399,010 | ) |  |  | (215,970 | )
|Net cash from financing activities                 |  |                                 | 230,373   |   |      |  | 24,975    |      |  |  | 5,271,816  |   |  |  | 813,828  |  
|                                                   |  |                                 |           |   |      |  |           |      |  |  |            |   |  |  |          |  
|Net increase in cash and cash equivalents          |  |                                 | 504,170   |   |      |  | 118,287   |      |  |  | 1,720,255  |   |  |  | 265,561  |  
|Net foreign exchange difference                    |  |                                 | (2,896    | ) |      |  | 1,526     |      |  |  | (854       | ) |  |  | (131     | )
|Cash and cash equivalents at beginning of the year |  |                                 | 600,386   |   |      |  | 1,101,660 |      |  |  | 1,221,473  |   |  |  | 188,563  |  
|                                                   |  |                                 |           |   |      |  |           |      |  |  |            |   |  |  |          |  
|Cash and cash equivalents at the end of the year   |  |                                 | 1,101,660 |   |      |  | 1,221,473 |      |  |  | 2,940,874  |   |  |  | 453,993  |  
|                                                   |  |                                 |           |   |      |  |           |      |  |  |            |   |  |  |          |  

Operating Activities

Net cash used in operating activities was RMB2.15 billion (US$332.3 million) for the year ended December 31, 2015. This amount was (i)
primarily attributable to loss before tax of RMB351.9 million (US$54.3 million), (ii) adjusted for certain non-cash expenses, principally amortization of intangible assets of RMB514.8 million (US$79.5 million), write-down of assets of RMB280.6
million (US$43.3 million) and for changes in certain working capital accounts that positively affected operating cash flow, primarily an increase in other payables and accruals of RMB387.6 million (US$59.8 million) and an increase in trade payables
of RMB433.6 million (US$66.9 million) and (iii) offset by certain non-cash income and by changes in certain working capital accounts that negatively affected operating cash flow, primarily an increase of RMB565.3 million (US$87.3 million) in trade
receivables, an increase of RMB1.62 billion (US$250.1 million) in due from related parties, an increase of RMB410.6 million (US$63.4 million) in other current assets and an increase of RMB680.2 million (US$105.0 million) in other non-current assets.
The increase in other payables and accruals was attributable to an increase in advances from customers, and taxes and related surcharges. The increase in trade receivables was primarily attributable to higher sales volume in 2015. The increase in
due from related parties, other current assets and other non-current assets was attributable to an increase in financial leasing receivables in 2015. See B. Liquidity and Capital ResourcesTrade Receivables and Payables for
more detailed information regarding our trade receivables.

Net cash from operating activities was RMB413.6 million for the year ended
December 31, 2014. This amount was (i) primarily attributable to profit before tax of RMB586.8 million, (ii) adjusted for certain non-cash expenses, principally depreciation of property, plant and equipment of RMB38.3 million, amortization of
intangible assets of RMB21.0 million, provision for bad debts of RMB13.9 million, and share-based payments of RMB57.1 million and for changes in certain working capital accounts that positively affected operating cash flow, primarily an increase in
other payables and accruals of RMB290.4 million and an increase in trade payables of RMB292.1 million and (iii) offset by certain non-cash income, principally gain from step acquisition arising from revaluation of previously held equity interest of
RMB53.6 million and by changes in certain working capital accounts that negatively affected operating cash flow, primarily an increase of RMB653.5 million in trade receivables and an increase of RMB64.1 million in prepayments and other receivables.
The increase in other payables and accruals was attributable to an increase in advances from customers, in other payables and in taxes and related surcharges. The increase in trade receivables was primarily attributable to higher sales volume in
2014. See B. Liquidity and Capital ResourcesTrade Receivables and Payables for more detailed information regarding our trade receivables.

Net cash from operating activities was RMB330.6 million for the year ended December 31, 2013. This amount was (i) primarily
attributable to profit before tax of RMB263.5 million, (ii) adjusted for certain non-cash expenses, principally depreciation of property, plant and equipment of RMB30.2 million, amortization of intangible assets of RMB11.9 million, provision for bad
debts of RMB10.3 million, and share-based payments of RMB19.4 million and for changes in certain working capital accounts that positively affected operating cash flow, primarily an increase in other payables and accruals of RMB141.4 million and an
increase in trade payables of RMB99.9 million and (iii) offset by changes in certain working capital accounts that negatively affected operating cash flow, primarily an increase of RMB194.9 million in trade receivables and an increase of RMB2.2
million in prepayments and other receivables. The increase in other payables and accruals was attributable to an increase in advances from customers, in taxes and related surcharges and in employee salaries and benefits. The increase in trade
receivables was primarily attributable to higher sales volume in 2013.

Investing Activities

Our investing activities primarily relate to our purchases and disposals of property and equipment and to our acquisition activities.



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Net cash used in investing activities was RMB1.40 billion (US$216.0 million) for the year ended
December 31, 2015. This amount was primarily attributable to RMB334.1 million (US$51.6 million) used in placement of restricted cash, RMB2.39 billion (US$368.7 million) used in placement of time deposits, RMB231.8 million (US$35.8 million) used in
the purchase of property, plant and equipment and RMB808.2 million (US$124.8 million) used in the purchase of available-for-sale financial assets. The amount was offset of RMB2.44 billion (US$377.2 million) by maturity of time deposits.

Net cash used in investing activities was RMB320.3 million for the year ended December 31, 2014. This amount was primarily attributable to
RMB107.7 million used in acquisitions of subsidiaries, RMB66.8 million used in acquisitions of associates and joint ventures, RMB61.2 million used in placement of time deposits, RMB48.4 million used in the purchase of property, plant and equipment,
RMB30.6 million used in the purchase of available-for-sale financial assets and RMB7.9 million used in the purchase of intangible assets.

Net cash used in investing activities was RMB56.8 million for the year ended December 31, 2013. This amount was primarily attributable to
RMB29.4 million used in the purchase of property, plant and equipment, RMB18.0 million contingent paid to certain key management personnel in connection with the acquisition of Bitcar in 2011, RMB5.5 million used in the purchase of
available-for-sale financial assets and RMB3.7 million used in the purchase of intangible assets.

Financing Activities

Net cash from financing activities was RMB5.27 billion (US$813.8 million) for the year ended December 31, 2015, mainly attributable to RMB361.1
million (US$55.7 million) from the interest-bearing borrowing, RMB1.54 billion (US$237.4 million) from issuance of convertible preference shares by one of our subsidiaries, net of issuance costs and RMB3.37 billion (US$520.2 million) from issuance
of ordinary shares, net of issuance costs.

Net cash from financing activities was RMB25.0 million for the year ended December 31, 2014,
mainly attributable to RMB29.5 million from the exercise of share options.

Net cash from financing activities was RMB230.4 million for
the year ended December 31, 2013, mainly attributable to the proceeds from our follow-on public offering net of issuance costs amounting to RMB220.1 million and RMB13.0 million from the exercise of share options.

Trade Receivables and Payables

For the advertising agent services we provide through our digital marketing solutions business, we act as an agent in placing advertisements on
the websites of our media vendors on behalf of our automaker customers. We receive fees in the capacity of an agent for assisting automaker customers in placing advertisements on media vendors websites, and therefore, record the fees on a net
basis in our consolidated financial statements. The net fees recognized from each such transaction amount to a relatively small percentage of the related accounts receivable or payable recorded on a gross basis. For the advertising services we
provide through our bitauto.com advertising business and taoche.com business, we act as the principal in the arrangement and record revenues on a gross basis in our consolidated financial statements. Revenues are recognized only after the amount has
been contractually agreed with our customers, the advertisements have been published and when the collectability is reasonably assured. For both the advertising agent services and advertising services provided, we enter into publishing schedule
agreements with our automaker and automobile dealer customers, before we enter into related advertising agreements with the media vendors who are then obligated to place the advertisements according to the customers publishing schedule
agreements. At such time, we record receivables from the customers and, in the same amount, corresponding payables due to the media vendors on a gross basis. Such payments are conducted through us. Gross billings include the gross value of
advertisements placed by our customers that correspond to the gross payables recorded due to the media vendors. Gross billings for the year ended December 31, 2015 amounted to RMB5.39 billion (US$831.8 million) compared to RMB3.45 billion for the
year ended December 31, 2014.

As of December 31, 2015, our trade receivables were RMB1.90 billion (US$293.3 million), and our trade
payables were RMB987.4 million (US$152.4 million). Of these receivables and payables, RMB498.0 million (US$76.9 million) was related to the receivables from our automaker customers and the corresponding payables due to media vendors in connection
with the advertisements we placed with the media vendors on behalf of our automaker customers under the publishing schedule agreements. Under our contracts with media vendors, terms of our trade payables due to media vendors generally correspond to,
or are longer than, the terms of our receivables due from our automaker customers. The remaining trade receivables as of December 31, 2015 were RMB1.40 billion (US$216.4 million). We have not experienced any collection issues that required us to
provide for bad debts in connection with our receivables from our automaker customers. However, we may continue to be held liable to pay the media vendors the full amount of our payables when they become due and in advance of when we receive the
related payments from our automaker customers. In addition, we may incur penalties for late payments. See Item 3. Key InformationD. Risk FactorsRisks Related to Our Business and IndustryWe may be liable to pay third-party
media vendors in connection with the advertisements we placed with them on behalf of our automaker customers if we fail to collect some or all the payments from these automaker customers.



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DSO

Annual days sales outstanding, or DSO, for our automaker customers that have entered into revenue arrangements with us directly, is defined as
average trade receivables due from these automakers divided by gross billings to these automakers, multiplied by 365 days. Annual DSO for other non-financial leasing customers, which include all of our other non-financial leasing customers other
than our automaker customers that have entered into revenue arrangements with us directly, is defined as average trade receivables due from these customers divided by gross billings to these customers, multiplied by 365 days. Due to the seasonal
nature of our business, we do not find DSO for interim periods a meaningful indicator of our business. In 2015, our annual DSO for automaker customers was 148 days and for other non-financial leasing customers was 90 days, compared to 149 days and
82 days, respectively, in 2014.

Capital Expenditures

Our capital expenditures amounted to RMB59.2 million, RMB261.3 million and RMB1.16 billion (US$179.5 million) in 2013, 2014 and 2015,
respectively. In the past, our capital expenditures consisted principally of purchases of property, plant and equipment, purchases of intangible assets, acquisitions of subsidiaries and investments in equity interests. We expect our capital
expenditures in 2016 to consist principally of similar types of items.

See Item 18 Financial Statements.



|C. | Research and Development, Patents and Licenses, Etc.
|-- | ----------------------------------------------------

Intellectual Property

Our proprietary automotive content and database and our other intellectual property contribute to our competitive advantage among internet
automotive content and marketing service providers in China. To protect our brand and other intellectual property, we rely on a combination of trademark, trade secret and copyright laws in China as well as imposing procedural and contractual
confidentiality and invention assignment obligations on our employees, contractors and others. In 2009, we registered our Bitauto trademark under the Madrid Protocol of the World Intellectual Property Organization, extending the
trademark protection afforded to such trademark in China to all member states of the Madrid Protocol system. As of March 31, 2016, we held 637 registered trademarks, 978 pending trademark applications, 4 patents and 49 computer software copyrights.
We have registered 1,818 domain names for our company and our customers, including our main website domain names www.bitauto.com and www.taoche.com.

We incurred research and development expenses of RMB104.4 million, RMB148.1 million and RMB312.1 million (US$48.2 million) in 2013, 2014 and
2015, respectively.

See Item 4. Information on the CompanyB. Business OverviewProduct Development.



|D. | Trend Information
|-- | -----------------

Other than as disclosed elsewhere in this annual report, we are not
aware of any trends, uncertainties, demands, commitments or events since the beginning of our fiscal year 2015 that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity or capital
resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial condition.



|E. | Off-balance Sheet Arrangements
|-- | ------------------------------

We have not entered into any financial guarantees or
other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders equity, or that are not reflected in
our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have
any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.



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|F. | Tabular Disclosure of Contractual Obligations
|-- | ---------------------------------------------

The following table sets forth our
contractual obligations as of December 31, 2015:



|                                |  |                       |         |  |                 |  |         |          |  |  |           |  |  |                  |        |  |  |  |       | 
|------------------------------- |  | --------------------- | ------- |  | --------------- |  | ------- | -------- |  |  | --------- |  |  | ---------------- | ------ |  |  |  | ----- | 
|                                |  | Payment Due by Period |        
|                                |  | Total                 |         |  | Less Than1 Year |  |         | 1-3Years |  |  | 3-5 Years |  |  | More Than 5Years |       
|                                |  | (In thousands of RMB) |        
|Operating lease obligations (1) |  |                       | 289,349 |  |                 |  | 104,067 |          |  |  | 114,722   |  |  |                  | 66,672 |  |  |  | 3,888 | 



|(1) | Operating lease obligations are primarily related to the lease of office space. These leases have terms ranging from one to five years and are renewable upon negotiation. During 2015, our operating lease obligations
increased to RMB289.3 million as a result of additional office space leased for our headquarters in Beijing with lease terms from one to five years.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|G. | Safe Harbor
|-- | -----------

See Forward Looking Statements on page2 of this annual
report.



|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------- | ------------------------------------------



|A. | Directors and Senior Management
|-- | -------------------------------

The following table sets forth information regarding
our executive officers and directors as of the date of this annual report.



|                                 |  |     |  |                                                            
|-------------------------------- |  | --- |  | -----------------------------------------------------------
|Directors and Executive Officers |  | Age |  | Position/Title                                             
|Bin Li                           |  | 41  |  | Chairman of the Board of Directors, Chief Executive Officer
|Jingning Shao                    |  | 45  |  | Director, President                                        
|Xuan Zhang                       |  | 40  |  | Chief Operating Officer and Chief Financial Officer        
|Sidney Xuande Huang              |  | 50  |  | Director                                                   
|Dallas S. Clement                |  | 51  |  | Director                                                   
|Erhai Liu                        |  | 47  |  | Director                                                   
|Yu Long                          |  | 43  |  | Director                                                   
|Jun Hou                          |  | 51  |  | Director                                                   
|Weihai Qu                        |  | 40  |  | Senior Vice President                                      

Mr. Bin Liis our founder and has served as our chairman of the board of directors and chief executive
officer since 2005. In 2002, Mr. Li and Mr. Weihai Qu, our senior vice president, co-founded Beijing C&I Advertising Company Limited, one of our structured entities in China, and has served as its chairman of the board of directors and chief
executive officer since its inception. In 2000, Mr. Li co-founded Beijing Bitauto E-Commerce Co., Ltd. and served as its director and president until 2006. In 1996, Mr. Li co-founded Beijing Antarctic Technology Development Co., Ltd., a pioneer web
hosting service provider in China, and served as its director and general manager from 1996 to 2000. Mr. Li currently also serves as the vice-chairman of CADA, and was recognized by CADA in 2008 as one of the top 10 most influential and
distinguished people in Chinas automobile dealer industry in the past 20 years. Mr. Li received his bachelors degree in Sociology from Peking University where he minored in Law.

Mr. Jingning Shaohas served as our director and president since 2010. Mr. Shao joined us in 2009 as our chief operating officer. Prior
to joining us, Mr. Shao was the general manager of Sina Corporations business operation department from 2007 to 2009 and the editor-in-chief of Sinas automotive channel from 2000 to 2009. From 1995 to 2000, Mr. Shao was a journalist and
editor for newspapers of China Business Media Corporation Limited. Mr. Shao received his bachelors degree in Literature from Capital Normal University.

Mr.Xuan Zhang has served as our chief operating officer since August 2015 and as our chief financial officer since
2009. Mr. Zhang was our vice president of finance from 2006 to 2009. Mr. Zhang has over 10 years of operational and managerial experiences with both multinational companies and local Chinese companies. His extensive involvement in
Bitautos strategy and operations contributed significantly to the growth of our company and our companys successful listing on NYSE in 2010. Prior to 2006, Mr. Zhang co-founded a consulting firm that provided professional marketing,
finance and HR services to local Fortune 500 companies and multinationals in China. He also was a manager of both Ernst & Young LLP and PricewaterhouseCoopers LLP from 2000 to 2004. Mr. Zhang is a certified public accountant in the
State of New York and he received both of his bachelors degrees in Finance and Accounting from New York University.



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Mr. Sidney Xuande Huang has served as our director since 2010. He was previously our
independent director until we entered strategic partnership with JD.com and Tencent in early 2015. Mr. Huang has been the chief financial officer of JD.com since September 2013. Prior to that, he was the chief financial officer of Pactera Technology
International, a leading China-based IT services provider, and its predecessor company, VanceInfo Technologies Inc., from 2006 to 2013. Mr. Huang also served as VanceInfos co-president from 2011 to 2012 and its chief operating officer from
2008 until 2010. Prior to joining VanceInfo, he served as the chief financial officer with two other China-based companies in technology and internet sectors between 2004 and 2006. Prior to 2004, Mr. Huang was an investment banker with Citigroup
Global Markets Inc. in New York and prior to that an audit manager of KPMG LLP. He is a Certified Public Accountant in the State of New York. Mr. Huang obtained his masters degree of business administration with distinction from the Kellogg
School of Management at Northwestern University as an Austin Scholar. He received his bachelors degree in accounting from Bernard M. Baruch College, where he graduated as class valedictorian.

Mr. Dallas Clementhas served as our director since November 2012. Mr. Clement is executive vice president and chief financial officer
for AutoTrader Group, the largest automotive marketplace and leading provider of software solutions to auto dealers throughout the United States. In this role, Mr. Clement leads all of the companys finance functions, as well as legal and
investor relations activities. In addition, he oversees the automotive strategy team, which is charged with working across both Manheim and AutoTrader Group to analyze strategic opportunities and implement plans for corporate development and
adjacent growth. Previously, Mr. Clement served in several leadership positions spanning 20 years at Cox Communications, leading Coxs strategy and product management organizations. As the executive vice president and chief strategy and product
management officer, Mr. Clement led the development of the companys long-term planning process, steered Cox to new industries and businesses and provided leadership across the companys video, voice and data product lines. He also
spearheaded Coxs early wireless strategy and oversaw the execution of spectrum acquisition, business model evaluation, team development, wholesale negotiations, network build and go-to-market positioning. In 2004, Mr. Clement received the
National Cable Television Association Vanguard Award for Young Leadership. Additionally, he is a graduate of the 2006 class of Leadership Atlanta, a prestigious community leadership program. In 2013, Mr. Clement was elected to the Atlanta Beltline
Partnership board of directors, which works closely with the City of Atlanta and partner organizations to oversee the planning, development and execution of the Atlanta Beltline Project. He also serves on the boards of Technology Association of
Georgia; Airo Wireless, a company that is developing an intrinsically safe smartphone; and Junior Achievement of Georgia. Additionally, he serves on the advisory boards of News Distribution Network and Urjanet. Mr. Clement received a bachelor of
arts in applied mathematics and economics from Harvard College and holds a master of science in engineering-economic systems from Stanford University.

Mr. Erhai Liuhas served as our director since 2005 and independent director since 2011. Mr. Liu is a founding and managing partner of
Joy Capital. Before founding Joy Capital in 2015, Mr. Lou had worked for Legend Capital around 12 years from 2003 to 2015. He was a managing director of Legend Capital and led the TMT and innovative consumption team. At Legend Capital, Mr. Liu was
responsible for investments in CAR Inc. (HK: 0699), BitAuto Holdings Limited (NASDAQ: BITA), Renren Inc. (NYSE: RENN), iDreamSky Technology Limited (NASDAQ: DSKY), Zhaopin.com Limited (NYSE: ZPIN) and many other public and private companies. In
2012, Forbes magazine ranked Mr. Liu No. 84 in its Midas List of global top 100 technology investors. Mr. Liu was one of 2014 China best 50 Venture Capitalists selected by Forbes China. Before joining Legend Capital in 2003, Mr. Liu had worked at
China RailcomNet as a vice president of operations, at Clarent China as vice general manager and head of value-added business unit at JiTong Communications. Mr. Liu holds a bachelors degree in communication engineering from Guilin University
of Electronic Technology, a masters degree in communication and information system from Xidian University, an MBA and a masters degree in global finance from Fordham University, and a masters degree in psychology from Peking
University.

Ms. Annabelle Yu Longhas served as our director since 2008 and independent director since 2011. Ms. Long currently
serves as a member of Bertelsmann Group Management Committee, Chief Executive Officer of Bertelsmann China Corporate Center and Managing Partner of Bertelsmann Asia Investments. Formerly, Ms. Long was a Principal at Bertelsmann Digital Media
Investments. She joined the international media, services, and education company via the Bertelsmann Entrepreneurs Program in 2005. From 1996 to 2003, Ms. Long was a Producer and Lead Anchor for the Sichuan Broadcasting Group. From 1994 to 1996 she
was a Producer and host for Chengdu Peoples Radio Broadcasting. Ms. Long is an active member of the World Economic Forums Young Global Leaders Advisory Council and is also a member of its Global Agenda Council on the Future of Media,
Entertainment & Information. In addition, she is a member of the Stanford Graduate School of Business Advisory Council. Ms. Long serves on the Board of Directors of both Coach Inc. (NYSE: COH) and China Distance Education (NYSE: DL).

Mr. Jun Houhas served as our independent director since March 2015. Mr. Jun Hou is currently chairman of Yanyuan Alumni (Beijing)
Investment Management Limited, where he manages the Entrepreneurs Training Camp of Peking University. Mr. Hou has extensive experience in Chinas telematics sector. He was the co-founder and served as the honorary chairman of the board of
directors of Autonavi Holdings Limited, from May 2013 to July 2014 and the chairman from April 2002 to May 2013. Mr. Hou also held the position of chief executive officer of Autonavi from April 2002 to October 2009. From June 1994 to April 2002, Mr.
Hou served as the chairman of the board of directors and was actively involved in the operations of China Da Tong Industrial Co., Ltd. Prior to this, he worked at China Science and Technology International Trust and Investment Corporation from
August 1990 to August 1993. Mr. Hou received a bachelors degree in Chinese from Peking University in China.



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Mr. Weihai Quhas served as our senior vice president since 2007. From 2005 to March 2015,
Mr. Qu served as our director. In 2002, Mr. Qu and Mr. Bin Li, our chairman of the board of directors and chief executive officer, co-founded Beijing C&I Advertising Company Limited, one of our structured entities in China. Mr. Qu served as the
general manager of Beijing C&I Advertising Company Limited and managed the operation of our digital marketing solutions business until 2009. Prior to joining us in 2000, Mr. Qu served as a project manager of the strategic planning department of
Beiqi Foton Motor Co., Ltd. from 1997 to 2000. Mr. Qu received his bachelors degree in Automotive Engineering and minored in computer application courses from Jilin University (formerly known as Jilin University of Technology) and obtained his
Executive MBA from China Europe International Business School in 2010.



|B. | Compensation of Directors and Executive Officers
|-- | ------------------------------------------------

For the fiscal year ended December 31,
2015, we paid an aggregate of approximately RMB8.3 million (US$1.3 million) in cash compensation to our executive officers and directors as a group, which includes bonuses, salaries and social welfare benefits, and paid an aggregate of approximately
RMB156.8 thousand (US$24.2 thousand) in premiums for commercial medical insurance coverage for two executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and
directors. Our PRC subsidiaries and structured entities are required by law to make contributions equal to certain percentages of each employees salary for his or her pension insurance, medical insurance, housing fund, unemployment and other
statutory benefits.

Employment Agreements

We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is
employed for a specified period. We may terminate employment for cause, at any time, without notice or remuneration, for certain acts of the employee, such as willful misconduct or gross negligence, and indictment or conviction for, or confession
of, a felony or any crime involving moral turpitude. We may also terminate an executive officers employment without cause upon thirty days advance written notice or with thirty days salary in lieu of the written notice under
certain circumstances when he or she is no longer able to perform his or her duty.

Each executive officer has agreed to hold, both during
and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with his or her employment, any of our confidential information or
trade secrets, any confidential information or trade secrets of our customers or prospective customers, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. In addition,
each executive officer has agreed to be bound by non-competition restrictions during his or her employment for two year after the termination of his or her employment. Specifically, each executive officer has agreed (i) not to provide services to,
own or operate any business that provides products, services or technologies substantially similar to the business currently conducted or proposed to be conducted by us; (ii) interfere with our business or solicit any of our suppliers or customers
in connection with our business activities; and (iii) solicit any employee or consultant who was employed or was engaged by us at any time in the year preceding such termination.

Share Incentives

2006 Stock Incentive Plan

On December 31, 2006, we adopted the 2006 Plan to attract and retain the best available personnel and provide additional incentives to
employees, directors and consultants. As of March 31, 2016, options to purchase 189,301.5 ordinary shares and 155,000 RSUs under the 2006 Plan were outstanding.

The following table summarizes, as of March 31, 2016, the shares related to outstanding options and RSUs granted under the 2006 Plan to
certain of our directors and executive officers and to other individuals as a group.



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|                             |  |                                                |          |   |                          |  |       |               |  |  |                    |  |  |                 |                   |  |  |  |         | 
|---------------------------- |  | ---------------------------------------------- | -------- | - | ------------------------ |  | ----- | ------------- |  |  | ------------------ |  |  | --------------- | ----------------- |  |  |  | ------- | 
|Name                         |  | Number ofOptions orRestrictedShareUnitsGranted |          |   | ExercisePrice(US$/Share) |  |       | Date of Grant |  |  | Date of Expiration |  |  | VestingSchedule |                  
|                             |  |                                                |          |   |                         
|Sidney Xuande Huang          |  |                                                |          | * |                          |  | 10.20 |               |  |  | December 28, 2010  |  |  |                 | December 28, 2020 |  |  |  | vested  | 
|Other individuals as a group |  |                                                | 65,951.5 |   |                          |  | 10.20 |               |  |  | December 28, 2010  |  |  |                 | December 28, 2020 |  |  |  | vested  | 
|                             |  |                                                | 89,600   |   |                          |  | 0.40  |               |  |  | December 31, 2006  |  |  |                 | December 31, 2026 |  |  |  | vested  | 
|                             |  |                                                | 155,000  |   |                          |  |      |               |  |  | March 16, 2016     |  |  |                 | March 16, 2026    |  |  |  | 4 years | 



|* | Less than one percent of our outstanding shares.
|- | ------------------------------------------------

The following paragraphs describe the
principal terms of the 2006 Plan.

Types of Awards. The 2006 Plan permits the awards of options, share application rights,
restricted shares, restricted share units or deferred equity rights.

Plan Administration. Our board of directors or a committee
designated by our board of directors will administer the 2006 Plan. The committee or the full board of directors, as appropriate, will determine the terms and conditions of each award grant.

Award Agreement. Awards granted under the 2006 Plan are evidenced by an award agreement that sets forth terms, conditions and
limitations for each award. In addition, the award agreement may also provide that securities granted are subject to a 180-day lock-up period following the effective date of a registration statement filed by us under the Securities Act, if so
requested by us or any representative of the underwriters in connection with any registration of the offering of any of our securities.

Evidence of Award. Awards can be evidenced by an agreement, certificate, resolution or other type of writing or an electronic medium
approved by the board of directors that sets forth the terms and conditions of the awards granted. An evidence of award, with the approval of the board of directors, need not be signed by a representative of our company or the recipient.

Eligibility. Awards other than incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986 as
amended, may be granted to employees, directors and consultants. Incentive stock options may be granted only to our employees.

Acceleration of Awards upon Change in Control of Our Company. Except as provided otherwise in an award agreement, in the event of a
change in control, each award which is at the time outstanding under the 2006 Plan automatically shall become fully vested and exercisable and be released from any repurchase or forfeiture rights immediately prior to the specified effective date of
such change in control, provided that the grantees continuous service has not terminated prior to such date.

Exercise Price and
Term of Awards. Our board of directors, or a committee designated by our board of directors, determines the exercise price, grant price and expiration date for each award. The term of each award shall be stated in the award agreement, provided
however, that the term of each option may not be more than 10 years from the date of grant.

Vesting Schedule. In general, our
board of directors, or a committee designated by our board of directors, determines, or the evidence of award specifies, the vesting schedule.

Transfer Restrictions. Incentive stock options may not be transferred in any manner by the recipient other than by will or the laws of
descent and distribution. Awards other than incentive stock options shall be transferable by will or the laws of descent and distribution and during the lifetime of the grantee, to the extent and in the manner authorized by our board of directors,
or a committee designated by our board of directors.

Termination of the 2006 Stock Incentive Plan. Unless terminated earlier, the
2006 Plan will terminate automatically in 2016. Our board of directors has the authority to amend or terminate the 2006 Plan to the extent necessary to comply with applicable law or the rules of the principal securities exchange upon which our ADSs
are traded or quoted.



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2010 Stock Incentive Plan

On February 8, 2010, we adopted a second stock incentive plan, or the 2010 Plan, to attract and retain the best available personnel and provide
additional incentives to employees, directors and consultants. As of March 31, 2016, options to purchase 1,638,145.5 ordinary shares and 107,588 RSUs under the 2010 Plan were outstanding.

The following table summarizes, as of March 31, 2016, the shares related to outstanding options and RSUs granted under the 2010 Plan to
certain of our directors and executive officers and to other individuals as a group.



|                             |  |                                                 |           |   |                          |  |       |               |  |                    |  |                   |  |        
|---------------------------- |  | ----------------------------------------------- | --------- | - | ------------------------ |  | ----- | ------------- |  | ------------------ |  | ----------------- |  | -------
|Name                         |  | Number ofOptions orRestrictedShare UnitsGranted |           |   | ExercisePrice(US$/Share) |  |       | Date of Grant |  | Date of Expiration |  | VestingSchedule  
|Bin Li                       |  |                                                 |           | * |                          |  | 10.20 |               |  | December 28, 2010  |  | December 28, 2020 |  | vested 
|Jingning Shao                |  |                                                 |           | * |                          |  | 3.20  |               |  | February 8, 2010   |  | February 8, 2020  |  | vested 
|                             |  |                                                 |           | * |                          |  | 10.20 |               |  | December 28, 2010  |  | December 28, 2020 |  | vested 
|                             |  |                                                 |           | * |                          |  | 4.03  |               |  | August 7, 2012     |  | August 7, 2022    |  | 4 years
|Xuan Zhang                   |  |                                                 |           | * |                          |  | 3.20  |               |  | February 8, 2010   |  | February 8, 2020  |  | vested 
|                             |  |                                                 |           | * |                          |  | 10.20 |               |  | December 28, 2010  |  | December 28, 2020 |  | vested 
|                             |  |                                                 |           | * |                          |  | 4.03  |               |  | August 7, 2012     |  | August 7, 2022    |  | 4 years
|Other individuals as a group |  |                                                 | 149,667   |   |                          |  | 3.20  |               |  | February 8, 2010   |  | February 8, 2020  |  | vested 
|                             |  |                                                 | 146,712.5 |   |                          |  | 10.20 |               |  | December 28, 2010  |  | December 28, 2020 |  | vested 
|                             |  |                                                 | 185,200   |   |                          |  | 4.03  |               |  | August 7, 2012     |  | August 7, 2022    |  | 4 years
|                             |  |                                                 | 107,588   |   |                          |  |      |               |  | March 16, 2016     |  | March 16, 2026    |  | 4 years



|* | Less than one percent of our outstanding shares.
|- | ------------------------------------------------

The following paragraphs describe the
principal terms of the 2010 Plan.

Types of awards. The 2010 Plan permits the awards of options, share application rights,
restricted shares, restricted share units or deferred equity rights.

Plan Administration. Our board of directors or a committee
designated by our board of directors will administer the 2010 Plan. The committee or the full board of directors, as appropriate, will determine the terms and conditions of each award grant.

Award Agreement. Awards granted under the 2010 Plan are evidenced by an award agreement that sets forth terms, conditions and
limitations for each award. In addition, the award agreement may also provide that securities granted are subject to a 180-day lock-up period following the effective date of a registration statement filed by us under the Securities Act, if so
requested by us or any representative of the underwriters in connection with any registration of the offering of any of our securities.

Evidence of Award. Awards can be evidenced by an agreement, certificate, resolution or other type of writing or an electronic medium
approved by the board of directors that sets forth the terms and conditions of the awards granted. An evidence of award, with the approval of the board of directors, need not be signed by a representative of our company or the recipient.

Eligibility. Awards other than incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986 as
amended, may be granted to employees, directors and consultants. Incentive stock options may be granted only to our employees.

Acceleration of Awards upon Change in Control of Our Company. Except as provided otherwise in an award agreement, in the event of a
change in control, each award which is at the time outstanding under the 2010 Plan automatically shall become fully vested and exercisable and be released from any repurchase or forfeiture rights immediately prior to the specified effective date of
such change in control, provided that the grantees continuous service has not terminated prior to such date.

Exercise Price and
Term of Awards. Our board of directors, or a committee designated by our board of directors, determines the exercise price, grant price and expiration date for each award. The term of each award shall be stated in the award agreement, provided
however, that the term of each option may not be more than 10 years from the date of grant.

Vesting Schedule. In general, our
board of directors, or a committee designated by our board of directors, determines, or the evidence of award specifies, the vesting schedule.



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Transfer Restrictions. Incentive stock options may not be transferred in any manner by the
recipient other than by will or the laws of descent and distribution. Awards other than incentive stock options shall be transferable by will or the laws of descent and distribution and during the lifetime of the grantee, to the extent and in the
manner authorized by our board of directors, or a committee designated by our board of directors.

Termination of the 2010 Stock
Incentive Plan. Unless terminated earlier, the 2010 Plan will terminate automatically in 2020. Our board of directors has the authority to amend or terminate the 2010 Plan to the extent necessary to comply with applicable law or the rules of the
principal securities exchange upon which our ADSs are traded or quoted.

2012 Share Incentive Plan

On August 7, 2012, we adopted our 2012 Share Incentive Plan, or the 2012 Plan, to motivate, attract and retain employees, directors and
consultants. As of March 31, 2016, 876,330 RSUs under the 2012 Plan were granted and outstanding.

The following table summarizes, as of
March 31, 2016, the outstanding RSUs grants to certain of our directors executive officers and to other individuals as a group.



|                                |  |               |         |   |               |                   |                 |             
|------------------------------- |  | ------------- | ------- | - | ------------- | ----------------- | --------------- | ------------
|Name                            |  | Number ofRSUs |         |   | Date of Grant |                   | VestingSchedule
|Bin Li                          |  |               |         | * |               | August 7, 2013    |                 | 4 years     
|Sidney Xuande Huang             |  |               |         | * |               | October 1, 2013   |                 | vested      
|Weihai Qu                       |  |               |         | * |               | March 5, 2015     |                 | 4 years     
|Jun Hou                         |  |               |         | * |               | March 5, 2015     |                 | 4 years     
|Yu Long                         |  |               |         | * |               | February 17, 2015 |                 | 3 years     
|Other individuals as a group(1) |  |               | 63,478  |   |               | December 25, 2013 |                 | 4 years     
|                                |  |               | 57,410  |   |               | October 21, 2014  |                 | vested      
|                                |  |               | 987     |   |               | November 12, 2014 |                 | vested      
|                                |  |               | 37,994  |   |               | November 20, 2014 |                 | 3 or 4 years
|                                |  |               | 148,184 |   |               | April 21, 2015    |                 | vested      
|                                |  |               | 26,472  |   |               | August 20, 2015   |                 | vested      
|                                |  |               | 154,612 |   |               | March 16, 2016    |                 | 4 years     



|* | Less than one percent of our outstanding shares.
|- | ------------------------------------------------

|(1) | As of March 31, 2016, certain employees terminated their services with us and accordingly forfeited RSUs related to 69,089 RSUs granted to them under the 2012 Plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following paragraphs describe the principal terms of the 2012 Plan.

Types of Awards. The 2012 Plan permits the awards of options, restricted shares or restricted share units.

Plan Administration. The plan administrator is our board of directors or the compensation committee of the board. The board or the
compensation committee may delegate a committee of one or more members of the board the authority to grant or amend awards to participants other than senior executives of our company. The plan administrator will determine the provisions and terms
and conditions of each grant.

Award Agreement. Options, restricted shares, or restricted share units granted under the plan are
evidenced by an award agreement that sets forth the terms, conditions, and limitations for each grant.

Option Exercise Price. The
exercise price subject to an option shall be determined by the plan administrator and set forth in the award agreement. The exercise price may be amended or adjusted in the absolute discretion of the plan administrator, the determination of which
shall be final, binding and conclusive. To the extent not prohibited by applicable laws or the rules of any exchange on which our securities are listed, a downward adjustment of the exercise prices of options shall be effective without the approval
of the shareholders or the approval of the affected participants.

Eligibility. We may grant awards to our employees, directors and
consultants.

Term of the Awards. The term of each option grant shall be stated in the award agreement, provided that the term
shall not exceed 10 years from the date of the grant. As for the restricted shares and restricted share units, the plan administrator shall determine and specify the period of restriction in the award agreement.

Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement.



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Transfer Restrictions. Options to purchase our ordinary shares may not be transferred in
any manner by the option holder other than by will or the laws of descent and distribution and may be exercised during the lifetime of the option holder only by the option holder. Restricted shares and restricted share units may not be transferred
during the period of restriction.

Termination of the Plan. Unless terminated earlier, the 2012 plan will terminate automatically
in 2022. In the event that the award recipient ceases employment with us or ceases to provide services to us, the options will terminate after a period of time following the termination of employment and the restricted shares and restricted share
units that are at that time subject to restrictions will be forfeited to or repurchased by us. Our board of directors has the authority to amend or terminate the plan. However, no such action may adversely affect in any material way any awards
previously granted pursuant to the 2012 Plan without the prior written consent of the participants.



|C. | Board Practices
|-- | ---------------

Our board of directors consists of seven directors. A director is not
required to hold any shares in the company by way of qualification. A director may vote with respect to any contract, proposed contract or arrangement in which he is materially interested provided the nature of the interest is disclosed prior to
voting. A director may exercise all the powers of our company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of our
company or of any third party. None of our non-executive directors has a service contract with us that provides for benefits upon termination of employment.

Committees of the Board of Directors

We
have established three committees under the board of directors: the audit committee, the compensation committee and the nominating and corporate governance committee. We have adopted a charter for each of these committees. Each committees
members and functions are summarized below.

Audit Committee. Our audit committee consists of Mr. Erhai Liu, Ms. Yu Long and Mr.
Jun Hou. Mr. Erhai Liu is the chairman of our audit committee and Mr. Jun Hou meets the criteria of an audit committee financial expert under applicable rules.Mr. Erhai Liu, Ms. Yu Long and Mr. Jun Hou satisfy the independence
requirements of Section 303A of the Corporate Governance Rules of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934. The audit committee oversees our accounting and financial reporting processes and the audits of the financial
statements of our company. The audit committee is responsible for, among other things:



| |  |  | selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing with the independent auditors any audit problems or difficulties and managements response;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | reviewing and approving past or proposed related party transactions;
| | - |  | --------------------------------------------------------------------



| |  |  | reviewing the annual audited financial statements with management and the independent auditors;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | meeting separately and periodically with management and the independent auditors.
| | - |  | ---------------------------------------------------------------------------------

Compensation Committee. Our compensation committee consists of Mr. Erhai Liu and Ms. Yu Long. Mr. Erhai Liu is the chairman of our
compensation committee. Each of Mr. Erhai Liu and Ms. Yu Long satisfies the independence requirements of Section 303A of the Corporate Governance Rules of the NYSE. The compensation committee assists the board in reviewing and approving
the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation
committee is responsible for, among other things:



| |  |  | reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements.
| | - |  | ------------------------------------------------------------------------------------------------------------------



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Nominating and Corporate Governance Committee. Our nominating and corporate
governance committee consists of Mr. Bin Li and Mr. Erhai Liu. Mr. Bin Li is the chairman of our nominating and corporate governance committee. Mr. Erhai Liu satisfies the independence requirements of Section 303A of the Corporate
Governance Rules of the NYSE. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The
nominating and corporate governance committee is responsible for, among other things:



| |  |  | selecting and recommending to the board nominees for election by the shareholders or appointment by the board;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the
board on all matters of corporate governance and on any remedial action to be taken.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Duties of Directors

Under Cayman Islands law, our directors have a statutory duty of loyalty to act honestly in good faith with a view to our best interests. Our
directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure
compliance with our memorandum and articles of association. A shareholder has the right to seek damages if a duty owed by our directors is breached.

Terms of Directors and Officers

Our
directors may hold office for such term as the shareholders or the board may determine or in the absence of such determination until their successors are elected or appointed or their office is otherwise vacated in accordance with our articles of
association. Each director whose term of office expires shall be eligible for re-election at a meeting of the board. A director will vacate office automatically if, among other things, the director (i) becomes bankrupt or has a receiving order made
against him or suspends payment or compounds with his creditors, or (ii) is found to be or becomes of unsound mind or dies.

Our officers
are elected by and serve at the discretion of the board of directors.



|D. | Employees
|-- | ---------

We had 2,215, 2,908 and 4,303 employees as of December 31,
2013, 2014 and 2015, respectively. Of all the employees as of December 31, 2015, 2,493 were located in Beijing, and 1,810 in other cities in China.

The following table sets forth the number and percentage of our employees by functional area as of December 31, 2015:



|                                      |  |                     |       |  |            |  |     |  
|------------------------------------- |  | ------------------- | ----- |  | ---------- |  | --- | -
|Functional Area                       |  | Number of Employees |       |  | % of Total | 
|Sales, marketing and customer support |  |                     | 2,716 |  |            |  | 63  | %
|Editorial and creative                |  |                     | 441   |  |            |  | 10  | %
|Product development                   |  |                     | 838   |  |            |  | 20  | %
|General and administrative            |  |                     | 308   |  |            |  | 7   | %
|                                      |  |                     |       |  |            |  |     |  
|Total                                 |  |                     | 4,303 |  |            |  | 100 | %

In addition, we also have 979 employees who are from the entities in which we acquired and holds controlling
interests.

We invest significant resources in the recruitment, retention, training and development of our employees. Through a
combination of short-term performance evaluations and long-term incentive arrangements, we have built a competent, loyal and highly motivated workforce. We believe that our relationships with our employees are good, and we have not experienced any
work stoppages due to labor disputes.



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|E. | Share Ownership
|-- | ---------------

Except as specifically noted in the table, the following table
sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2016 by:



| |  |  | each of our directors and executive officers;
| | - |  | ---------------------------------------------



| |  |  | each person known to us to own beneficially more than 5% of our ordinary shares; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | each selling shareholder.
| | - |  | -------------------------

Beneficial ownership is determined in accordance with the rules and
regulations of the United States Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire
within 60 days, including through the exercise of any option, warrant or other right or any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.



|                                                |  |                           |              |    |    |  |      |   
|----------------------------------------------- |  | ------------------------- | ------------ | -- | -- |  | ---- | --
|                                                |  | Shares Beneficially Owned |             
|                                                |  | Number                    |              |    | %* | 
|Directors and Executive Officers:               |  |                           |              |    |    |  |      |   
|Bin Li(1)                                      |  |                           | 8,947,061.5  |    |    |  | 14.7 | % 
|Jingning Shao (2)                              |  |                           | 1,002,500    |    |    |  | 1.6  | % 
|Dallas S. Clement(3)                            |  |                           |             |    |    |  |     |   
|Erhai Liu(4)                                    |  |                           |             |    |    |  |     |   
|Yu Long(5)                                      |  |                           |             |    |    |  |     |   
|Sidney Xuande Huang(6)                          |  |                           |              | ** |    |  |      | **
|Jun Hou(7)                                      |  |                           |             |    |    |  |     |   
|Weihai Qu(8)                                   |  |                           |              | ** |    |  |      | **
|Xuan Zhang (9)                                 |  |                           |              | ** |    |  |      | **
|All Directors and Executive Officers as a group |  |                           | 10,482,248.5 |    |    |  | 17.0 | % 
|                                                |  |                          
|Principal Shareholders:                         |  |                           |              |    |    |  |      |   
|JD.com Global Investment Limited(10)            |  |                           | 15,689,443   |    |    |  | 26.0 | % 
|ATG Global Management L.P.(11)                  |  |                           | 9,000,000    |    |    |  | 14.9 | % 
|Proudview Limited(12)                          |  |                           | 8,219,997.5  |    |    |  | 13.6 | % 



|* | For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the total number of shares issued and
outstanding, which is 60,444,168.5 as of March 31, 2016 (excluding 2,867,125.5 treasury shares), and the number of shares such person or group has the right to acquire upon exercise of options, RSUs or other rights within 60 days after March 31,
2016.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Less than 1% of our total outstanding shares.
|-- | ---------------------------------------------

| | (i) Proudview Limited, a British Virgin Islands company owned by Mr. Bin Li, (ii) Serene View Investment Limited, a British Virgin Islands company owned by Mr. Bin Li, (iii) Avner Developments Limited, a British Virgin
Islands company owned by Mr. Jingning Shao, (iv) Full Riches Holdings Limited, a British Virgin Islands company owned by Mr. Xuan Zhang, (v) Speedview Investment Limited, a British Virgin Islands company owned by Mr. Weihai Qu, (vi) Mr. Bin Li,
(vii) Mr. Jingning Shao, (viii) Mr. Xuan Zhang, (ix) Mr. Weihai Qu , and (x) AutoTrader Group, may be deemed to be a member of a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. The persons above may
be deemed to share voting power with respect to the shares held by them. The persons above expressly disclaim beneficial ownership of such shares pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, except to the extent of each of their
respective pecuniary interests therein.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | Includes (i) 8,219,997.50 ordinary shares owned by Proudview Limited, a British Virgin Islands company owned by Mr. Bin Li and Mr. Weihai Qu, (ii) 500,000 ordinary shares owned by Serene View Investment, a British
Virgin Islands company owned by Mr. Bin Li, (iii) 50,000 ordinary shares Mr. Li has the right to acquire upon exercise of the share options within 60 days after March 31, 2016 and (iv) 177,064 ordinary shares issuable for the restrict share units
that have vested or will vest within 60 days after March 31, 2016. Mr. Li owns 84.3% of the outstanding capital stock of Proudview Limited and has the sole voting and investment power over Proudview Limited. The remaining 15.7% of Proudview is owned
by Mr. Weihai Qu. Mr. Li is a director of Proudview Limited. Proudview Limited has pledged 1,699,080 ordinary shares to ATG Global Management L.P. as collateral for certain loans received from ATG Global Management L.P. and has pledged 2,500,000
ordinary shares to Credit Suisse, AG, New York Branch (Proudview) in connection with a revolving credit facility extended by Credit Suisse to Proudview Limited. Serene View Investment Limited has pledged 500,000 ordinary shares to ATG
Global Management L.P. as collateral for certain loans received from ATG Global Management L.P. The business address of Mr. Li is New Century Hotel Office Tower, 6/F, No. 6 South Capital Stadium Road, Beijing, China, 100044.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(2) | Includes (i) 250,000 ordinary shares owned by Avner Developments Limited, a British Virgin Islands company owned by Mr. Jingning Shao, and (ii) 752,500 ordinary shares Mr. Shao has the right to acquire upon exercise of
the share options within 60 days after March 31, 2016. Avner Developments Limited has pledged 250,000 ordinary shares to ATG Global Management L.P. as collateral for certain loans received from ATG Global Management L.P. The business address of Mr.
Shao is New Century Hotel Office Tower, 6/F, No. 6 South Capital Stadium Road, Beijing, China, 100044.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The business address for Mr. Clement is c/o AutoTrader Group, Inc., 3003 Summit Boulevard, Atlanta, Georgia 30319.
|--- | ------------------------------------------------------------------------------------------------------------------

|(4) | The business address for Mr. Liu is 1501, Tower B, Greenland Center, No. 4 Wangjing Dong Yuan, Chaoyang District, Beijing, China, 100102.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|(5) | The business address of Ms. Long is Units 2804-2805, SK Tower 6A Jianguomenwai Avenue, Chaoyang District, Beijing, China, 100022.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(6) | The business address of Mr. Huang is 18 Kechuang 11th Street, JD Tower A, 20/F, Beijing, China, 101111.
|--- | -------------------------------------------------------------------------------------------------------

|(7) | The business address of Mr. Hou is 48-19, Bishuizhuangyuan, Huilongguan Town, Changping District, Beijing, China, 102206.
|--- | -------------------------------------------------------------------------------------------------------------------------

|(8) | The business address of Mr. Qu is New Century Hotel Office Tower, 6/F, No. 6 South Capital Stadium Road, Beijing, China, 100044.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(9) | The business address of Mr. Zhang is New Century Hotel Office Tower, 6/F, No. 6 South Capital Stadium Road, Beijing, China, 100044.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(10) | Includes 15,689,443 ordinary shares held by JD.com Global Investment Limited, as reported on Schedule 13D filed by JD.com Global Investment Limited and other joint filers on February 26, 2015. JD.com Global Investment
Limited is a British Virgin Islands company, which is a wholly owned subsidiary of JD.com Investment Limited, which is in turn a wholly owned subsidiary of JD.com, Inc., a Cayman Islands company with its shares listed on the Nasdaq Global Select
Market. The business address of JD.com Global Investment Limited is 18 Kechuang 11th Street, JD Tower A, 20/F, Beijing, China, 101111.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Includes (i) 4,380,000 ordinary shares and (ii) 4,620,000 ordinary shares in the form of ADSs owned by ATG Global Management L.P., or ATGGM, as reported on Schedule 13D filed by ATG Global Management L.P. and other
joint filers on November 26, 2012.. ATG International Management, LLC, or ATGIM, a Delaware limited liability company, is the general partner of ATGGM. In addition, (i) ATG Investments, Inc., or ATGI, a Delaware corporation, as sole member of ATGIM,
(ii) AutoTrader.com, Inc., or ATC, a Delaware corporation and sole stockholder of ATGI; and (iii) AutoTrader Group, Inc., a Delaware corporation, as the sole stockholder of ATC, may be deemed to have beneficial ownership over our shares held by
ATGGM. Mr. Clement is the executive vice-president and chief financial officer for AutoTrader Group, Inc. The principal office and business address for ATGGM, ATGIM, ATGI, ATC and AutoTrader Group, Inc. is c/o AutoTrader Group, Inc., 3003 Summit
Boulevard, Atlanta, Georgia 30319.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | See (1).
|---- | --------

As of March 31, 2016, to our knowledge, we had two record holders in the United
States, which in the aggregate held 34,475,744 ordinary shares. One of our record holder in the United States was Citibank, N.A., the depositary of our ADS program, which held 34,388,244 outstanding ordinary shares (including 2,867,122 ordinary
shares reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plans), representing approximately 54.3% of our total outstanding shares. The number of beneficial owners of our ADSs in the United States
is likely to be much larger than the number of record holders of our ordinary shares in the United States. None of our existing shareholders has different voting rights from other shareholders. We are not aware of any arrangement that may, at a
subsequent date, result in a change of control of our company.



|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|------- | -------------------------------------------------



|A. | Major Shareholders
|-- | ------------------

Please refer to Item 6. Directors, Senior Management and
EmployeesE. Share Ownership.



|B. | Related Party Transactions
|-- | --------------------------

Transactions with JD.com and Tencent

Share Subscription Agreement

We entered into a share subscription agreement with JD.com, JD.com Global Investment Limited, or JD Global, a wholly owned subsidiary by
JD.com, together with Dongting Lake Investment Limited, or Dongting, a special purpose vehicle of Tencent on January 9, 2015. Pursuant to the Share Subscription Agreement, we issued to JD Global 15,689,443 ordinary shares, representing approximately
25% of our then outstanding ordinary shares on a fully diluted basis, in consideration for US$400 million in cash and certain resources material to the JD.coms finished automobile business on February 16, 2015. On the same closing date, we
also issued 2,046,106 ordinary shares to Dongting for a total purchase price of US$150 million in cash.

Lock-up restriction. Pursuant to
the share subscription agreement, JD Global has agreed to not to offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of, directly or indirectly, any of the shares it acquired, or enter into a transaction which would have the
same effect, or enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the shares it acquired, until twelve months from February 16, 2015. Dongting is subject
to the same lock-up restriction with respect to the shares it acquired pursuant to the share subscription agreement.



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Standstill restriction. Pursuant to the share subscription agreement, JD Global has agreed that,
without our prior written consent, neither JD Global nor any of its affiliates will, directly or indirectly, (i) in any way acquire, offer or propose to acquire or agree to acquire legal title to or beneficial ownership of any of our securities;
(ii) make any public announcement with respect to or submit any proposal for, the acquisition of any of our securities or with respect to any merger, consolidation, business combination, restructuring, recapitalization or purchase of any substantial
portion of our assets or any of our subsidiaries; (iii) seek or propose to influence, advise, change or control the management, the board of directors, governing instruments or policies or affairs of ours by way of any public communication or
communication with any person other than us, or make, or in any way participate in, any solicitation of proxies, until twelve months after February 16, 2015. Dongting is subject to the same standstill restriction pursuant to the share subscription
agreement.

Business Cooperation Agreement

We entered into a business cooperation agreement with JD.com on January 9, 2015. Pursuant to the business cooperation agreement, JD.com has
granted us an exclusive right to operate JD.coms finished automobile business, which includes the sale of finished automobiles (including new and used cars) on JD Mall, Paipai, their respective mobile sites and JD.coms mobile
applications, as well as the provision of advertising services on JD.coms finished car channels, in mainland China. JD.com has also agreed to provide supports in areas such as traffic support, big data capabilities and technology
infrastructure. The term of the business cooperation is five years from April 9, 2015.

Non-compete. During the period of business
cooperation, JD.com has agreed not to engage in the business of selling finished automobile (including new and used cars) and providing advertising services relating to finished automobile in mainland China, or control or otherwise be interested in
entities or enterprises that engage in such business, nor shall JD.com allow any third-party merchants other than us to operate finished automobile business on its platform.

Investor Rights Agreement

We entered into an investor rights agreement with JD Global and Dongting on February 16, 2015. Pursuant to the investor rights agreement, JD
Global has received certain board representation rights and certain registration rights, a brief summary of which is set forth below:

Board representation.JD Global is entitled to appoint one director on our board of directors, as long as JD Global holds no less than
12.5% of the then issued and outstanding share capital of Bitauto on a fully diluted basis. The director appointed by JD Global is entitled to serve on the compensation committee and the nominating and corporate governance committee of our board,
unless a majority of the board determines in good faith that such service on the committee would violate any applicable law or result in us being not in full compliance with the applicable stock exchange requirements without seeking exemptions. If
at any time any representative of any other shareholder has the right to attend the meetings of any committee of the board in a non-voting observer capacity and the director appointed by JD Global is not a member of such committee, the director
appointed by JD Global has the right, as a non-voting observer, to attend all meetings of and observe all deliberations of any such committee.

Demand registration rights. Holders of at least 50% of the registrable securities then outstanding have the right to demand that
Bitauto file a registration statement covering the registration of registrable securities with a market value in excess of US$100 million. However, we are not obligated to effect any demand registration if it has already effected a registration
within the six-month period preceding the demand. We are obligated to effect only three demand registrations for either JD Global or Dongting. The demand registration rights in the investor rights agreement are subject to customary restrictions,
such as limitations on the number of securities to be included in any underwritten offering imposed by the underwriter.

Piggyback
registration rights.If we propose to file a registration statement for a public offering of its securities other than a registration statement relating to any employee benefit plan or a corporate reorganization, we must offer holders of
our registrable securities an opportunity to include in the registration all or any part of their registrable securities. The demand registration rights in the investor rights agreement are subject to customary restrictions, such as limitations on
the number of securities to be included in any underwritten offering imposed by the underwriter.

Form F-3 registration rights.
Holders of a majority of the registrable securities then outstanding have the right to request us to effect registration statements on Form F-3. However, we are not obligated to effect any such registration, if the proceeds from the sale of
registrable securities (net of underwriters discounts or commissions) will be less than US$1.0 million or we have already effected a registration within the six-month period preceding the request.



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Expenses of obligations. We will bear all registration expenses incurred in connection
with any demand, piggyback or F-3 registration, including reasonable expenses of one legal counsel for the holders, but excluding underwriting discounts and selling commissions and ADS issuance fees charged by our depositary bank. Holders of
registrable securities will bear such holders proportionate share (based on the total number of shares sold in such registration other than for our account) of all underwriting discounts and selling commissions or other amounts payable to
underwriters or brokers.

Yixin Capital Share Subscription Agreement

We entered into a share subscription agreement with JD Financial Investment Limited, or JD Financial, a wholly-owned subsidiary of JD.com,
Dongting, Hammer Capital Management Limited and Yixin Capital on January 9, 2015. The transactions contemplated under the Yixin Capital share subscription agreement were completed on February 16, 2015. Pursuant to the share subscription agreement,
we agreed to contribute (i) our online financial service platform which links financiers, insurers, dealers and users to provide automobile related financial services to Yixin Capital in exchange for 13,499,906 ordinary shares of Yixin Capital
representing 27.0% of the issued and outstanding equity securities of Yixin Capital on a fully diluted basis, which were issued to our wholly owned subsidiary, Bitauto Hong Kong Limited, and (ii) 100% of the equity interest in Shanghai Yixin
Financing Leasing Company Limited, our wholly foreign-owned subsidiary, which has been approved to engage in the automobile financial leasing business, and US$100 million in cash to Yixin Capital, in exchange for 11,534,156 series A preferred shares
of Yixin Capital, representing 23.1% of the issued and outstanding equity securities of Yixin Capital on a fully diluted basis, which were issued to Bitauto Hong Kong Limited. JD Financial agreed to purchase 8,872,428 series A preferred shares of
Yixin Capital, representing 17.7% of the issued and outstanding equity securities of Yixin Capital on a fully diluted basis, for a total purchase price of US$100 million. In addition, Dongting agreed to purchase 13,308,642 series A preferred shares
of Yixin Capital, representing 26.6% of the issued and outstanding equity securities of Yixin Capital on a fully diluted basis, for a total purchase price of US$150 million, while Hammer Capital Management Limited agreed to purchase 887,243 series A
preferred shares of Yixin Capital, representing 1.8% of the issued and outstanding equity securities of Yixin Capital on a fully diluted basis, for a total purchase price of US$10 million. The series A preferred shares of Yixin Capital enjoy certain
preferred dividend rights, liquidation preference, redemption rights and conversion rights.

Yixin Capital Shareholders
Agreement

Bitauto Hong Kong Limited, JD Financial, Dongting and Hammer Capital Management Limited, entered into a
shareholders agreement with Yixin Capital on February 16, 2015. Pursuant to the Yixin Capital shareholders agreement, the board of Yixin Capital consists of five members. Currently, each of JD Financial and Dongting Lake Investment
Limited has the right to appoint one director to the board respectively, and Bitauto Hong Kong Limited has the right to appoint the other three directors to the board. The preferred shareholders of Yixin Capital, subject to certain conditions, have
a preemptive right with respect to any issuance of new shares by Yixin Capital. Furthermore, the shareholders of Yixin Capital have a right of first refusal and a tag-along right with respect to any transfer of shares of Yixin Capital by any
shareholder. In addition, holders of a majority of the outstanding ordinary shares of Yixin Capital and holders of at least 75% of the outstanding preferred shares of Yixin Capital have a drag-along right in the case of a trade sale. The
shareholders of Yixin Capital also enjoy demand registration rights, piggyback registration rights and Form F-3 registration rights with respect to the registrable securities they hold in Yixin Capital, subject to certain limitations.

Transactions with Entities Controlled by Certain Directors, Officers and Shareholders

Purchase of Services from Yucheng.Beijing Yucheng Advertising Company Limited, or Yucheng, is controlled by our ordinary
shareholders. In 2015, we purchased advertising services from Yucheng in a total amount of RMB3.6 million (US$0.6 million).

Transactions with Equity
Investees

Purchase from JD.JD is an ordinary shareholder of us that has significant influence on us. In 2015, we made purchase
from subsidiaries of JD in a total amount of RMB35.1 million (US$5.4 million) for marketing activities.

Purchase of Service from
Eclicks.Shanghai Eclicks Network Co. Ltd., or Eclicks, is a preference shares equity investee that we have significant influence. In 2015, we purchased advertising services from Eclicks in a total amount of RMB69.6 million (US$10.8
million).

Purchase of Service from Xinchuang Interactive.Beijing Xinchuang Interactive Advertising Company Limited,
or Xinchuang Interactive is an associate of us. In 2015, we purchased adverting services from Xinchuang Interactive in a total amount of RMB10.0 million (US$1.5 million).



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Services provided to Chetuan E-Commerce.Shanghai Chetuan Network Information Technology
Co., Ltd., or Chetuan, is a preference shares equity investee that we have significant influence. In 2015, we provided automobile transaction services to Chetuan for a total amount of RMB153.8 million (US$23.7 million). Among the above transaction
services, the aggregate principal amount of financial leasing services provided to Chetuan is RMB2.10 billion (US$321.0 million).

Services provided to TTP.TTP CAR INC., or TTP, is a preference shares equity investee that we have significant influence. In 2015, we
provided advertising services to TTP for a total amount of RMB10.0 million (US$1.5 million).

Services provided to Xinchuang
Interactive.Xinchuang Interactive is an associate of us. In 2015, we provided advertising services to Xinchuang Interactive for a total amount of RMB81.4 million (US$12.6 million).

Contractual Arrangements with our PRC Structured Entities and Their Shareholders

Due to certain restrictions under PRC law on foreign ownerships of entities engaged in internet and advertising businesses, we conduct our
operations in China mostly through contractual arrangements among our wholly foreign owned PRC subsidiaries, our structured entities in China, or structured entities, and the shareholders of these structured entities as set forth below.

Agreements that Provide Us with Effective Control over Our PRC Structured Entities

Loan Agreements

As part
of the contractual arrangements for BBIT, CIG, BEAM and Beijing Xinbao Information Technology Company Limited, or Beijing Xinbao, and the relevant structured entities, each shareholder of BBIT, CIG, BEAM and Beijing Xinbao entered into a loan
agreement with BBII, pursuant to which BBII agreed to provide interest-free loans to each of the shareholders of BBIT, CIG, BEAM and Beijing Xinbao. The purpose of the loans is to provide capital and/or registered capital to our PRC structured
entities in order to develop their businesses. Except the loan extended to Beijing Xinbao, each loan has a term of 10 years which may be extended upon mutual written consent of the parties or a long-term. The loan extended by BBII to Beijing
Xinbao has an indefinite term.

Each loan agreement contains a number of covenants to restrict the actions that a structured entity
shareholder may take or cause the structured entity to take. For example, a structured entity shareholder (i) shall not transfer, sell, mortgage, dispose of, or encumber his/her equity interest in a structured entity except in accordance with the
share pledge agreement discussed below, (ii) without prior written consent of the relevant PRC subsidiaries, shall not take actions or omissions that may have a material impact on the assets, business and liabilities of a structured entity, (iii)
shall cause the shareholders meeting and/or the board of directors of a structured entity not to approve the merger or consolidation of such structured entity with any person, or any acquisition or investment in any person, without prior
written consent of the relevant PRC subsidiaries, and (iv) shall appoint any director candidates nominated by the relevant PRC subsidiaries.

Irrevocable Power of Attorney

Each shareholder of our PRC structured entities executed an irrevocable power of attorney, appointing the relevant PRC subsidiary or a person
designated by such PRC subsidiary as his or her attorney-in-fact to attend shareholders meetings of the respective structured entity, exercise all the shareholders voting rights, including but not limited to the sale, transfer, pledge or
disposition of the shareholders equity interest in the structured entity, and designate or appoint legal representatives, directors and officers of the relevant structured entity. Each power of attorney remains valid and irrevocable from the
date of execution so long as the person remains to be the shareholder of the respective structured entity. The key terms of all these powers of attorneys, which give effect to our control over the structured entities, are substantially the same.

Share Pledge Agreement

On March 31, 2009, BBII entered into share pledge agreements with BBIT and each of BBITs shareholders. Pursuant to the share pledge
agreements, each shareholder of BBIT agrees to pledge his/her shares in BBIT to secure BBITs payment obligations, including payment of consulting and service fees, under the exclusive business cooperation agreement between BBII and BBIT
described below. This agreement amended and replaced the share pledge agreements among BBII, BBIT and BBITs shareholders dated March 9, 2006.

On March 31, 2009, BBII entered into share pledge agreements with CIG and each of its shareholders. These agreements have substantially the
same terms as the agreements between BBII, BBIT and BBITs shareholders described above. These agreements amended and replaced the share pledge agreements between BBII, CIG and CIGs shareholders dated March 9, 2006.



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On July 12, 2013, BBII entered into equity interest pledge agreements with BEAM and each of
BEAMs three shareholders. Pursuant to the equity interest pledge agreements, each shareholder of BEAM agrees to pledge his/her equity interests in BEAM to secure BEAMs payment obligations, including payment of consulting and service
fees, under the exclusive business cooperation agreement between BBII and BEAM described below.

On February 15, 2015, Techuang entered
into an equity interest pledge agreement with Beijing Yixin and Beijing Yixins shareholder, which was subsequently replaced by equity interest pledge agreements between Techuang, Beijing Yixin and each of its three shareholders dated April 20,
2015. Pursuant to the currently effective equity interest pledge agreement, each shareholder of Beijing Yixin agrees to pledge their respective equity interests in Beijing Yixin to secure Beijing Yixin and its shareholders performance of all
of their obligations under the power of attorney executed by such shareholder of Beijing Yixin, the exclusive option agreement between Techuang, Beijing Yixin and its shareholders and the exclusive business cooperation agreement between Techuang and
Beijing Yixin as described below.

On September 15, 2015, BBII entered into an equity interest pledge agreement with Beijing Xinbao and
Beijing Xinbaos shareholder. Pursuant to this equity interest pledge agreement, the shareholder of Beijing Xinbao agrees to pledge all equity interests in Beijing Xinbao to secure Beijing Xinbaos and its performance of all of their
obligations under the power of attorney executed by the shareholder of Beijing Xinbao, the exclusive option agreement between BBII, Beijing Xinbao and its shareholder, the loan agreement between BBII and Beijing Xinbao as described above and the
exclusive business cooperation agreement between BBII and Beijing Xinbao as described below.

Each pledge of shares or equity interests is
effective on the date when it is registered with the local administration for industry and commerce and remains effective until all payments due under the relevant exclusive business cooperation agreement or all the obligations under the relevant
contractual agreements, as the case may be, have been fulfilled by the respective structured entity. During the term of a pledge, the relevant PRC subsidiaries, the pledgees, may dispose of the pledge if the structured entity defaults under the
exclusive business cooperation agreement. Each of the relevant PRC subsidiaries also has the right to collect dividends generated by the shares or equity interests pursuant to these pledge agreements. In addition, each shareholder of our PRC
structured entities agreed not to transfer or create any new encumbrance adverse to the relevant PRC subsidiaries on the shareholders equity interest in such structured entities without prior written consent of the relevant PRC subsidiaries.
The key terms of these pledge agreements, which give effect to our control over structured entities, are substantially the same. We have registered the pledges of the shares or equity interests in our PRC structured entities with the local
administration for industry and commerce.

Agreements that Transfer Economic Benefits from Our PRC Structured Entities to Us

Exclusive Business Cooperation Agreement

On March 9, 2006, BBII entered into an exclusive business cooperation agreement with BBIT, pursuant to which BBII agreed to provide BBIT, on an
exclusive basis, with technical, consulting and other services in relation to BBITs e-commerce and internet content business. BBIIs services include, among other things, technical services, network support, business consultations,
intellectual property licenses, equipment or property leasing, marketing consultancy, product search and development and system maintenance. In return, BBIT agreed to pay BBII service fees. BBII follows the commonly used methodology, which is to
charge service fees based on each structured entitys revenues reduced by its turnover taxes, such as business taxes, value-added taxes and other surcharges, cost of revenues, operating expenses and an appropriate amount of retained profit that
is determined pursuant to tax planning strategies and relevant tax laws. During the term of this agreement, BBIT agreed not to accept any consultation and/or services provided by any third party without BBIIs prior written consent. The term of
this agreement is 10 years and may be extended upon BBIIs prior written consent. BBII determines the extended term and BBIT agrees to unconditionally accept such extended term.

The exclusive business cooperation agreement dated March 9, 2006 between BBII and CIG, the exclusive business cooperation agreement dated
April 30, 2010 between BBII and BEAM have terms that are substantially the same as those of the exclusive business cooperation agreement between BBII and BBIT described above.

On February 15, 2015, Techuang entered into an exclusive business cooperation agreement with Beijing Yixin, pursuant to which Techuang agreed
to provide Beijing Yixin on an exclusive basis with technical, consulting and other services in relation to Beijing Yixins automobile related financing business, among other things, software licenses, software development, maintenance and
update, database design, marketing and promotion services, business management consultation, customer order management and customer services and equipment or property leasing. In return, Beijing Yixin agreed to pay Techuang service fees, which would
comprise of the management fee and relevant service fee on the basis of several metrics including the type, value and market price of the services provided by Techuang and the operation condition of Beijing Yixin. The agreement remains effective
unless Techuang terminates in writing or either Techuang or Beijing Yixin fails to obtain the governments approval on the renewal of the business license. Each of Techuang and Beijing Yixin must renew its operation term prior to the expiration
thereof so as to enable the agreement to remain effective.



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The exclusive business cooperation agreement dated September 15, 2015 between BBII and Beijing
Xinbao has terms that are substantially the same as those of the exclusive business cooperation agreement between Techuang and Beijing Yixin described above.

Exclusive Option Agreements

On March 31, 2009, BBII entered into exclusive option agreements with BBIT and each of BBITs shareholders. Pursuant to these agreements,
each of BBITs shareholders irrevocably granted BBII an exclusive right to purchase, or designate one or more persons to purchase, the equity interests in BBIT then held by such shareholder of BBIT. BBII or its designee may elect to purchase
such equity interests at any time, once or at multiple times, in part or in whole at its own sole and absolute discretion to the extent permitted by the PRC laws. Unless an appraisal is required by any applicable PRC laws, the purchase price shall
equal the actual capital contribution paid in the registered capital of BBIT by BBITs shareholders. As agreed in the loan agreements between BBII and BBITs shareholders, upon BBIIs exercise of its option to purchase the equity
interests in BBIT, BBII may elect to pay for the purchase by canceling the outstanding amount of loans owed by BBITs shareholders to BBII. The terms of these agreements are 10 years. The agreements may be renewed for an additional 10 years at
BBIIs discretion. These agreements amended and replaced the exclusive option agreements among BBII, CIG and CIGs shareholders dated March 9, 2006.

On March 31, 2009, BBII entered into exclusive option agreements with CIG and each of CIGs shareholders, which amended and replaced the
previous exclusive option agreement dated March 9, 2006. On July 12, 2013, BBII entered into exclusive option agreements with BEAM and each of BEAMs shareholders. On September 15, 2015, BBII entered into an exclusive option agreement with
Beijing Xinbao and each Beijing Xinbaos shareholder. The terms of these agreements are substantially the same as the exclusive option agreements among BBII, BBIT and each of BBITs shareholders described above.

On February 15, 2015, Techuang entered into an exclusive option agreement with Beijing Yixin and Beijing Yixins shareholder, which was
subsequently replaced by the exclusive option agreements between Techuang, Beijing Yixin and each of its shareholders dated April 20, 2015. Pursuant to these agreements, each of Beijing Yixins shareholders irrevocably granted Techuang an
exclusive right to purchase, or designate one or more persons to purchase, the equity interests in Beijing Yixin then held by such shareholder of Beijing Yixin. Beijing Yixin or its designee may elect to purchase such equity interests at any time,
once or at multiple times, in part or in whole at its own sole and absolute discretion to the extent permitted by the PRC laws. The purchase price for the equity interests of each shareholder equals to the capital contribution paid in the registered
capital of Beijing Yixin by Beijing Yixins such shareholder. If the appraisal is required by the PRC law, the purchase price may be adjusted based on the appraisal. Each shareholder undertakes to donate the applicable purchase price (exclusive
of the relevant taxes) to Techuang or any person designated by Techuang. The agreement remains effective until all the equity interests held by the shareholder of Beijing Yixin have been transferred or assigned to Techuang or any other persons
designated by Techuang.

As a result of these contractual arrangements, we control our structured entities and have consolidated the
financial information of these structured entities and their subsidiaries into our consolidated financial statements in accordance with IFRS. We have been advised by our PRC counsel, Han Kun Law Offices, that each of such contractual agreements for
operating our business in China, including our corporate structure and contractual arrangements with the structured entities, complies with all applicable existing PRC laws, rules and regulations, and does not violate, breach, contravene or
otherwise conflict with any applicable PRC laws, rules or regulations.

However, we cannot assure you that the PRC regulatory authorities
will not adopt any new regulations to restrict or prohibit foreign investment in internet and online internet and advertising businesses through contractual arrangements in the future, or will not determine that our corporate structure and
contractual arrangements violate the PRC laws, rules or regulations. See Item 3. Risk FactorsRisks Related to Our Corporate StructureIf the PRC government finds that the agreements that establish the structure for operating our
businesses in China do not comply with applicable PRC governmental restrictions on foreign investment in internet content and marketing services, or if these regulations or the interpretation of existing regulations change in the future, we could be
subject to severe penalties or be forced to relinquish our interests in those operations and Risk FactorsRisks Related to Doing Business in ChinaUncertainties with respect to the PRC legal system could limit the protection
available to you and us.

For further disclosure on related party transactions, see Item 18 Financial StatementsNotes to
the financial statementsNote 24.



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Interests of Experts and Counsel

Not applicable.



|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------



|A. | Consolidated Statements and Other Financial Information
|-- | -------------------------------------------------------

See Item 18 Financial
Statements.

Legal and Administrative Proceedings

From time to time, we are subject to legal proceedings, investigations and claims incidental to the conduct of our business. We are currently
not involved in any legal or administrative proceedings that may have a material adverse impact on our business, financial position or results of operations.

Dividend Policy

We are a Cayman Islands
holding company and substantially all of our operations are conducted through our PRC subsidiaries, and our structured entities. We rely principally on dividends paid to us by our PRC subsidiaries for our cash requirements, including the funds
necessary to pay dividends and other cash distributions to our shareholders, service any debt we may incur and pay our operating expenses. In China, the payment of dividends is subject to certain limitations. PRC regulations currently permit payment
of dividends only out of accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, foreign-invested enterprises in China are required to allocate at least 10% of its after-tax profit based on PRC
accounting standards to its statutory general reserves each year until the accumulative amount of the reserves reaches 50% of its registered capital. Our operating subsidiaries, as foreign-invested enterprises, are required to set aside funds for
employee bonus and welfare fund from its after-tax profits each year at percentages determined at its sole discretion. These reserves are not distributable as cash dividends.

Our operating subsidiaries had accumulated profits amounting to RMB261.4 million (US$40.4 million) as of December 31, 2015 pursuant to PRC
Accounting Standards. Therefore, our operating subsidiaries appropriated reserves amounting to RMB26.1 million (US$4.0 million) as of December 31, 2015. The accounting policies applied by our operating subsidiaries in preparing their financial
statements under PRC accounting standards are materially consistent with our accounting policies under IFRS. There is no material difference between the accumulated profits of BBII determined under PRC accounting standards and the accumulated
profits of BBII consolidated by us under IFRS. For a description of how earnings are transferred from our PRC subsidiaries, and our structured entities to us, see Item 7. Major Shareholders and Related Party TransactionsB. Related Party
TransactionsContractual Arrangements with our PRC Structured Entities and Their Shareholders.

In addition, we do not have any
present plan to pay cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Our board of directors has significant discretion on whether to distribute dividends. Even if our board of directors decides to pay dividends,
the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial position, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any
dividends, the depositary will distribute such payments to our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our
ordinary shares, if any, will be paid in U.S. dollars.



|B. | Significant Changes
|-- | -------------------

Except as disclosed elsewhere in this annual report, we have not
experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.



|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------



|A. | Offering and Listing Details
|-- | ----------------------------

See C. Markets.



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|B. | Plan of Distribution
|-- | --------------------

Not applicable.



|C. | Markets
|-- | -------

Our ADSs, each representing one ordinary share, has been listed on the NYSE
since November 17, 2010 and trade under the symbol BITA. The following table provides the high and low trading prices for our ADSs on the NYSE for the periods indicated.



|                                                |  |               |       |  |     |  |       | 
|----------------------------------------------- |  | ------------- | ----- |  | --- |  | ----- | 
|                                                |  | Trading Price |      
|                                                |  | High          |       |  | Low | 
|                                                |  | US$           |       |  | US$ | 
|2013                                            |  |               | 35.04 |  |     |  | 7.06  | 
|                                                |  |              
|2014                                            |  |               | 98.28 |  |     |  | 27.10 | 
|First Quarter of 2014                           |  |               | 46.93 |  |     |  | 27.10 | 
|Second Quarter of 2014                          |  |               | 49.19 |  |     |  | 29.00 | 
|Third Quarter of 2014                           |  |               | 98.28 |  |     |  | 43.17 | 
|Fourth Quarter of 2014                          |  |               | 97.45 |  |     |  | 62.90 | 
|                                                |  |              
|2015                                            |  |               |       |  |     |  |       | 
|First Quarter of 2015                           |  |               | 95.00 |  |     |  | 45.23 | 
|Second Quarter of 2015                          |  |               | 67.73 |  |     |  | 49.11 | 
|Third Quarter of 2015                           |  |               | 52.07 |  |     |  | 22.00 | 
|Fourth Quarter of 2015                          |  |               | 37.31 |  |     |  | 23.34 | 
|Monthly Highs and Lows                          |  |               |       |  |     |  |       | 
|October 2015                                    |  |               | 37.31 |  |     |  | 28.59 | 
|November 2015                                   |  |               | 36.68 |  |     |  | 26.60 | 
|December 2015                                   |  |               | 29.90 |  |     |  | 23.34 | 
|                                                |  |              
|2016                                            |  |               |       |  |     |  |       | 
|First Quarter of 2016                           |  |               | 28.38 |  |     |  | 16.09 | 
|Second Quarter of 2016 (through April 27, 2016) |  |               | 28.60 |  |     |  | 24.29 | 
|Monthly Highs and Lows                          |  |               |       |  |     |  |       | 
|January 2016                                    |  |               | 27.18 |  |     |  | 18.18 | 
|February 2016                                   |  |               | 21.99 |  |     |  | 16.09 | 
|March 2016                                      |  |               | 28.38 |  |     |  | 20.98 | 
|April 2016 (through April 27, 2016)             |  |               | 28.60 |  |     |  | 24.29 | 



|D. | Selling Shareholders
|-- | --------------------

Not applicable.



|E. | Dilution
|-- | --------

Not applicable.



|F. | Expenses of the Issue
|-- | ---------------------

Not applicable.



|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------



|A. | Share Capital
|-- | -------------

Not applicable.



|B. | Memorandum and Articles of Association
|-- | --------------------------------------

We are a Cayman Islands company and our affairs
are governed by our memorandum and articles of association and the Companies Law of the Cayman Islands, which is referred to as the Companies Law below. The following are summaries of material provisions of our amended and restated memorandum and
articles of association in effect as of the date of this annual report insofar as they relate to the material terms of our ordinary shares.



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Registered Office and Objects

Our registered office in the Cayman Islands is located at the offices of Offshore Incorporations (Cayman) Limited, Floor 4, Willow House,
Cricket Square, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands, or at such other place as our board of directors may from time to time decide. The objects for which our company is established are unrestricted and we have and are
capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Law.

Board of Directors

A director is not
required to hold any shares in our company by way of qualification. A director may generally vote with respect to any contract, proposed contract or arrangement in which he is materially interested provided the nature of his interest is disclosed
prior to voting. A director may exercise all the powers of our company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of
our company or of any third party. The directors may receive such remuneration as our board may from time to time determine. There is no age limit requirement with respect to the retirement or non-retirement of a director. See also Item 6.
Directors, Senior Management and EmployeesC. Board PracticesDuties of Directors and Terms of Directors and Officers.

Ordinary Shares

General. All of
our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary
shares.

Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors
subject to the Companies Law and to our amended and restated memorandum and articles of association.

Voting Rights. Each ordinary
share is entitled to one vote on all matters upon which the ordinary shares are entitled to vote. Voting at any shareholders meeting is by show of hands unless required by the rules of the listing exchange or a poll is demanded. A poll may be
demanded by the chairman of such meeting or any one shareholder present in person or by proxy.

An ordinary resolution to be passed by the
shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching
to the ordinary shares. A special resolution is required for important matters such as amending our amended and restated memorandum and articles of association. Holders of the ordinary shares may effect certain changes by ordinary resolution,
including increasing the amount of our authorized share capital, consolidate and divide all or any of our share capital into shares of larger amount than our existing share capital, and cancel any shares.

Transfer of Shares. Subject to the restrictions contained in our amended and restated memorandum and articles of association, any of
our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors. Our board of directors may, in its sole discretion, decline to
register any transfer of any ordinary share. Our directors may also decline to register any transfer of any ordinary share unless (a) the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it
relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (b) the instrument of transfer is in respect of only one class of ordinary shares; (c) the instrument of
transfer is properly stamped, if required; (d) the ordinary shares transferred are fully paid and free of any lien in favor of us; (e) in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be
transferred does not exceed four; or (f) any fee related to the transfer has been paid to us.

If our directors refuse to register a
transfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, after compliance with any notice
requirements of the NYSE, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the
register closed for more than 30 days in any year.

Liquidation. On a return of capital on winding up or otherwise (other than on
conversion, redemption or purchase of shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are
insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.



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Redemption of Shares. Subject to the provisions of the Companies Law and other applicable
law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by the board of directors.

Variations of Rights of Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of
the Companies Law, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights
shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such previously existing class of shares.

Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or
obtain copies of our list of shareholders or our corporate records. However, we have in our amended and restated memorandum and articles of association provided our shareholders with the right to inspect our list of shareholders and to receive
annual audited financial statements. See Item 10 Additional InformationH. Documents on Display.

Anti-Takeover
Provisions. Some provisions of our amended and restated memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:



| |  |  | authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action
by our shareholders; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limit the ability of shareholders to call meetings of shareholders.
| | - |  | -------------------------------------------------------------------

However, under Cayman
Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.

General Meetings of Shareholders. Shareholders meetings may be convened by a majority of our board of directors or our chairman.
Advance notice of at least ten clear days is required for the convening of our annual general shareholders meeting and any other general meeting of our shareholders. A quorum for a meeting of shareholders consists of at least two shareholders
present or by proxy, representing not less than one-third in nominal value of the total issued voting shares in our company.



|C. | Material Contracts
|-- | ------------------

We have not entered into any material contracts other than
in the ordinary course of business and other than those described in Item 4. Information on the Company, and Item 7. Major Shareholders and Related Party TransactionsB. Related Party Transactions or elsewhere in this
annual report on Form 20-F.



|D. | Exchange Controls
|-- | -----------------

See Item 4. Information on the CompanyB. Business
OverviewRegulationRegulations on Foreign Currency Exchange.



|E. | Taxation
|-- | --------

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no
taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought
within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties except for a double tax treaty entered into with the United Kingdom in 2010. There are no exchange control regulations or currency restrictions
in the Cayman Islands.

Pursuant to Section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, we have obtained an
undertaking from the Governor-in-Council:



| | (1) | that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or our operations; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on our shares, debentures or other obligations.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------



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The undertaking for us is for a period of twenty years from August 24, 2010.

Peoples Republic of China Taxation

Under the Enterprise Income Tax Law, or EIT Law, and its implementation rules, enterprises established under the laws of jurisdictions outside
China with their de facto management bodies located within China may be considered to be PRC tax resident enterprises for tax purposes. We are a holding company incorporated in the Cayman Islands, which indirectly holds, through our Hong
Kong subsidiaries, 100% of our equity interests in our subsidiaries in the PRC. Our business operations are principally conducted through our PRC subsidiaries and their structured entities and most of our directors and management staff are PRC
nationals. If we are considered a PRC tax resident enterprise under the above definition, then our global income will be subject to PRC enterprise income tax at the rate of 25%. Further, the EIT Law and the implementation rules provide that an
income tax rate of 10% may apply to China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiaries to its overseas parent company that is not a PRC resident enterprise, which (i) do not have an establishment or place of
business in the PRC or (ii) have an establishment or place of business in the PRC but the relevant income is not effectively connected with the establishment or place of business, unless there are applicable treaties that reduce such rate. Under a
special arrangement between China and Hong Kong, such dividend withholding tax rate is reduced to 5% if a Hong Kong resident enterprise owns more than 25% of the equity interest in the PRC company distributing the dividends and is determined by the
competent PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement between Hong Kong and Mainland China and other applicable PRC laws. As our Hong Kong subsidiaries own 100% of our PRC
subsidiaries, under the aforesaid arrangement, any dividends that our PRC subsidiaries pay our Hong Kong subsidiaries may be subject to a withholding tax at the rate of 5% if our Hong Kong subsidiaries are not considered to be a PRC tax resident
enterprises as described below and is determined by the competent PRC tax authority to have satisfied relevant conditions and requirements. However, if our Hong Kong subsidiaries are not considered to be the beneficial owners of such dividends under
a tax notice promulgated on October 27, 2009 or is determined by the competent PRC tax authority not to have satisfied any other relevant condition or requirement, such dividends would be subject to the withholding tax rate of 10%.

The implementation rules of the Enterprise Income Tax Law provide that (i) if the enterprise that distributes dividends is domiciled in the
PRC, or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how domicile may be interpreted under
the EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered as a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders or ADS holders as
well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result become subject to PRC withholding tax at a rate of up to 10% if such shareholders are non-PRC
resident enterprises or up to 20% if such shareholders are non-PRC resident individuals, and it is not clear whether the tax treaty benefit would be applicable in such cases.

See Item 3. Key InformationD. Risk FactorsRisks Related to Doing Business in ChinaDividends we receive from our
subsidiaries located in the PRC may be subject to PRC withholding tax, which could materially and adversely affect the amount of dividends, if any, we may pay our shareholders or ADS holders. and Item 3. Key InformationD. Risk
FactorsRisks Related to Doing Business in China Under the EIT Law, we may be classified as a resident enterprise of China; such classification could result in unfavorable tax consequences to us and our non-PRC shareholders
and materially and adversely affect our results of operations and financial condition.

The Provisional Measures for the
Administration of Withholding of Enterprise Income Tax for Non-resident Enterprises, or the Non-resident Enterprises Measures, the entities which have the direct obligation to make certain payments to a non-resident enterprise must be the relevant
tax withholders for such non-resident enterprise. Further, the Non-resident Enterprise Measures provides that in case of an equity transfer between two non-resident enterprises which occurs outside China, the non-resident enterprise which receives
the equity transfer payment must, by itself or engage an agent to, file a tax declaration with the PRC tax authority in the jurisdiction of the PRC company whose equity has been transferred, and the PRC company whose equity has been transferred
shall assist the tax authorities to collect taxes from the relevant non-resident enterprise, or be subject to certain penalties and additions to interest for any tax due. By promulgating and implementing Circular 59 and Circular 698, the PRC tax
authorities have enhanced their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-resident enterprise. Under Circular 698, except for the purchase and sale of equity interests through a public
securities market, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposition of the equity interests of an overseas holding company, or an Indirect Transfer, the non-resident
enterprise, being the transferor, may be subject to PRC enterprise income tax, if the Indirect Transfer is considered an abusive use of the holding company structure without reasonable commercial purposes. Public Notice 7 extends its tax
jurisdiction to both Indirect Transfer as set forth under Circular 698 and transactions involving the transfer of real property in China and assets of an establishment or a place in the PRC by a foreign company through the offshore transfer of a
foreign intermediate holding company. Public Notice 7 interprets the term transfer of the equity interest in a foreign intermediate holding company broadly. In addition, Public Notice 7 clarifies certain criteria on how to assess
reasonable commercial purposes and introduces safe harbor scenarios applicable to internal group restructurings. Pursuant to the Public Notice 7, both the foreign transferor and the transferee of the Indirect Transfer are required to make a
self-assessment on whether the transaction should be subject to PRC tax and whether to file or withhold the PRC tax accordingly.



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See Item 3. Key InformationD. Risk FactorsRisks Related to Doing Business in
ChinaWe face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC shareholders.

In November 2011, the PRC Ministry of Finance and the SAT jointly issued two circulars setting out the details of the VAT Pilot Program, which
change business tax to value-added tax for certain industries, including, among others, transportation services, research and development and technical services, information technology services, and cultural and creative services. The VAT Pilot
Program initially applied only to these industries in Shanghai, and has been expanded to eight additional provinces, including Beijing, Tianjin, Zhejiang Province (including Ningbo), Anhui Province, Guangdong Province (including Shenzhen), Fujian
Province (including Xiamen), Hubei Province and Jiangsu province. The VAT Pilot Program has been rolled out to the whole country since August 1, 2013. On April 29, 2014, the PRC Ministry of Finance and the SAT issued the Circular on the Inclusion of
Telecommunications Industry in the Pilot Collection of Value-added Tax in Lieu of Business Tax. On March 23, 2016, the PRC Ministry of Finance and the SAT issued the Circular on Comprehensively Promoting the Pilot Program of the Collection of
Value-added Tax in Lieu of Business Tax. Effective from May 1, 2016, the PRC tax authorities will collect value-added tax in lieu of business tax on a trial basis within the territory of China, and in industries such as construction industries,
real estate industries, financial industries, and living service industries.

For the period immediately prior to the implementation of
the VAT Pilot Program, revenues from our services are subject to a 5% PRC business tax. Our entities have been subject to a 6% value-added tax since the respective effective time of the VAT Pilot Program for our services that are deemed by the
relevant tax authorities to be within the relevant industries.

See Item 3. Key InformationD. Risk FactorsRisks Related
to Our Corporate StructureWe may have exposure to greater than anticipated tax liabilities.

Certain United States Federal Income Tax
Considerations

The following is a summary of certain U.S. federal income tax considerations relating to the ownership and disposition
of our ADSs or ordinary shares by a U.S. Holder (as defined below) that holds our ADSs or ordinary shares as capital assets (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended
(the Code). This summary is based upon existing United States federal tax law, including the Code, its legislative history, existing, temporary and proposed regulations thereunder, published rulings and court decisions, all of which are
subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service (IRS) with respect to any U.S. federal income tax consequences described below, and there can
be no assurance that the IRS or a court will not take a contrary position. This summary does not discuss all aspects of U.S. federal income taxation that may be important to particular holders in light of their individual investment circumstances,
including holders subject to special tax rules that differ significantly from those summarized below (for example, banks, financial institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers,
traders in securities that elect mark-to-market treatment, partnerships (or other entities treated as partnerships for U.S. federal income tax purposes) and their partners and tax-exempt organizations (including private foundations), holders who are
not U.S. Holders, holders who own (directly, indirectly or constructively) 10% or more of our voting stock, holders who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation, holders who will hold
their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes, certain expatriates or former long-term residents of the United States, governments or
agencies or instrumentalities thereof, or holders who have a functional currency other than the United States dollar). In addition, this summary does not discuss any United States federal estate, gift or alternative minimum tax consequences or any
non-United States, state or local tax considerations or the Medicare tax. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal, state, local and non-United States income and other tax considerations relating to
the ownership and disposition of our ADSs or ordinary shares.



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General

For purposes of this summary, a U.S. Holder is a beneficial owner of our ADSs or ordinary shares that is, for U.S. federal income
tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the law of, the United States or any
state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary
supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a United States person under the
Code.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our ADSs
or ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If a U.S. Holder is a partner of a partnership holding our ADSs or ordinary shares, the
U.S. Holder is urged to consult its tax advisor regarding their ownership and disposition of our ADSs or ordinary shares.

It is generally
expected that a U.S. Holder of ADSs should be treated as the beneficial owner, for United States federal income tax purposes, of the underlying shares represented by the ADSs. The remainder of this discussion assumes that a U.S. Holder of our ADSs
will be treated in this manner. Accordingly, deposits or withdrawals of our ordinary shares for our ADSs will not be subject to United States federal income tax.

Passive Foreign Investment Company Considerations

A non-United States corporation, such as our company, will be classified as a passive foreign investment company (a
PFIC), for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of passive income or (ii) 50% or more of the value of its assets
(determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (the asset test). For this purpose, cash and assets readily convertible into cash are categorized as passive
assets and the companys goodwill and unbooked intangibles associated with active business activities may generally be classified as non-passive assets. Passive income generally includes, without limitation, dividends, interest, royalties,
rents, annuities, net gains from the sale or exchange of property producing such income, net gains from commodity transactions, net foreign currency gains and net income from notional principal contracts. We will be treated as owning a proportionate
share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.

Although the law in this regard is unclear, we treat our PRC structured entities as being owned by us for U.S. federal income tax purposes,
not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their results of operations in our consolidated
financial statements. If it were determined, however, that we were not the owner of our PRC structured entities for U.S. federal income tax purposes, we would likely be treated as a PFIC.

Assuming we are the owner of our PRC structured entities for U.S. federal income tax purposes, and based on our income, assets, and the market
price of our ADSs, we do not believe that we were a PFIC for the taxable year ended December 31, 2015. However, there is a significant risk that we will be a PFIC for our taxable year ending December 31, 2016, and future taxable years unless the
market price of our ADSs increases and/or we invest a substantial amount of cash and other passive assets we hold in assets that produce or are held for the production of non-passive income. Because the determination of whether we will be or become
a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, on the composition of our income and assets, no assurance can be given with respect to our PFIC status for any taxable year. Fluctuations in the market price of our
ADSs may cause us to become a PFIC for the current or subsequent taxable years because the value of assets for the purpose of the asset test, including the value of our goodwill and unbooked intangibles, may be determined by reference to the market
price of our ADSs from time to time (which may be volatile). Furthermore, the composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets. Under circumstances where our revenue from activities that
produce passive income significantly increase relative to our revenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may
substantially increase. In addition, because there are uncertainties in the application of the relevant rules, it is also possible that the IRS may challenge our classification of certain income and assets as non-passive, which may result in our
company being or becoming classified as a PFIC for the current or future taxable years.

If we are classified as a PFIC for any year
during which a U.S. Holder holds our ADSs or ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our ADSs or ordinary shares even if we cease to be a PFIC in subsequent
years (unless such U.S. Holder makes a deemed sale election, as discussed below), and such a U.S. Holder will become subject to special rules discussed below. U.S. Holders are urged to consult with their tax advisors regarding the
consequences of potentially holding an interest in a PFIC, and the ramifications of making a deemed sale election, as discussed further below.



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The discussion below under Dividends and Sale or Other Disposition of ADSs or
Ordinary Shares is written on the basis that we will not be classified as a PFIC for U.S. federal income tax purposes. The U.S. federal income tax rules that apply if we are classified as a PFIC for our current or subsequent taxable years are
generally discussed below under Passive Foreign Investment Company Rules.

Dividends

Any cash distributions (including the amount of any PRC tax withheld) paid on our ADSs or ordinary shares out of our current or accumulated
earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of
ordinary shares, or by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution paid will generally be treated as a dividend
for U.S. federal income tax purposes. A non-corporate recipient of dividend income generally will be subject to tax on dividend income from a qualified foreign corporation at the lower applicable capital gains rate rather than the
marginal tax rates generally applicable to ordinary income, provided that certain holding period requirements are met. A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend
is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation if (i) it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United
States determines is satisfactory for purposes of the rules applicable to qualified dividends and which includes an exchange of information program, or (ii) our ADSs or ordinary shares are readily tradable on an established securities market in the
United States. Our ADSs are listed on the New York Stock Exchange and will be considered readily tradable on an established securities market in the United States for as long as the ADSs continue to be listed on such exchange. Thus, we believe that
we will be a qualified foreign corporation with respect to dividends we pay on our ADSs, though no assurances can be given with respect to our ADSs in this regard.

Since we do not expect that our ordinary shares will be listed on established securities markets, it is unclear whether dividends that we pay
on our ordinary shares that are not backed by ADSs currently meet the conditions required for the reduced tax rate. However, in the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law (see Item 10.
Additional InformationE. TaxationPeoples Republic of China Taxation), we may be eligible for the benefits of the United States-PRC income tax treaty(which the Secretary of the Treasury of the United States has determined is
satisfactory for this purpose) and be treated as a qualified foreign corporation with respect to dividends we pay on our ADSs or ordinary shares, regardless of whether such shares are represented by the ADSs. You are urged to consult your tax
advisor regarding the availability of the lower rate for dividends paid with respect to our ADSs or ordinary shares. Dividends received on our ADSs or ordinary shares will not be eligible for the dividends-received deduction allowed to corporations.

Dividends generally will be treated as income from foreign sources for United States foreign tax credit purposes and generally will
constitute passive category income. In the event we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid, if any, on our ADSs or ordinary shares.
A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on our ADSs or ordinary shares. A U.S. Holder who does not elect to
claim a foreign tax credit for foreign tax withheld, may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholdings, but only for a year in which such U.S. Holder elects to do so for all creditable foreign
income taxes. The rules governing the foreign tax credit are complex. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Sale or Other Disposition of ADSs or Ordinary Shares

A U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of ADSs or ordinary shares in amounts equal to
the difference, if any, between the amount realized upon the disposition and the U.S. Holders adjusted tax basis in such ADSs or ordinary shares. Any capital gain or loss will be long-term gain or loss if the ADSs or ordinary shares have been
held for more than one year and will generally be United States-source gain or loss for United States foreign tax credit purposes. Long-term capital gains of non-corporate taxpayers are currently eligible for reduced rates of taxation. The
deductibility of a capital loss may be subject to limitations. In the event that we are treated as a PRC resident enterprise under the PRC Enterprise Income Tax Law, and gain from the disposition of the ADSs or ordinary shares is subject to tax in
the PRC, such gain may be treated as PRC-source gain for United States foreign tax credit purposes under the United States-PRC income tax treaty. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign
withholding tax is imposed on a disposition of our ADSs or ordinary shares, including the availability of the foreign tax credit under their particular circumstances.



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Passive Foreign Investment Company Rules

If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares, and unless the U.S. Holder
makes a mark-to-market election (with respect to our ADSs, as described below), the U.S. Holder will generally be subject to special U.S. federal income tax rules that have a penalizing effect, regardless of whether we remain a PFIC, on (i) any
excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if
shorter, the U.S. Holders holding period for the ADSs or ordinary shares), and (ii) any gain realized on the sale or other disposition, including under certain circumstances a pledge, of ADSs or ordinary shares. Under the PFIC rules:



| |  |  | the excess distribution or gain will be allocated ratably over the U.S. Holders holding period for the ADSs or ordinary shares;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount allocated to the current taxable year and any taxable years in the U.S. Holders holding period prior to the first taxable year in which we are classified as a PFIC (each, a pre-PFIC year)
will be taxable as ordinary income;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount allocated to each prior taxable year, other than the current taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the U.S. Holder for that year, and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | such amounts will be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to such prior taxable years, other than a pre-PFIC year.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares and any of our non-United States
subsidiaries is also a PFIC (a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of each such lower-tier PFIC for purposes of the application of these rules. U.S. Holders should
consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

If we are classified as a PFIC, our
ADSs or ordinary shares generally will continue to be treated as shares in a PFIC for all succeeding years during which a U.S. Holder holds our ADSs or ordinary shares, unless we cease to be a PFIC and the U.S. Holder makes a deemed sale
election with respect to the ADSs or ordinary shares. If you make a deemed sale election, you will be deemed to have sold the ADSs or ordinary shares you hold at their fair market value as of the last day of the last year during which we were a
PFIC. Any gain from such deemed sale would be taxed as an excess distribution as described above. You are urged to consult your tax advisor regarding our possible status as a PFIC as well as the benefit of making a deemed sale election.

As an alternative to the foregoing rules, a U.S. Holder of marketable stock in a PFIC may make a mark-to-market election for such
stock in a PFIC to elect out of the tax treatment discussed in the preceding paragraphs, provided such stock is regularly traded on a qualified exchange, including the New York Stock Exchange. We anticipate that our ADSs should qualify as being
regularly traded on the New York Stock Exchange, but no assurances may be given in this regard. If a U.S. Holder makes a valid mark-to-market election with respect to our ADSs, the U.S. Holder will generally (i) include as ordinary income for each
taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis in such ADSs and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of
the ADSs over the fair market value of such ADSs held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holders adjusted tax basis in the
ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a
PFIC, the U.S. Holder will not be required to take into account the gain or loss described above during any period that such corporation is not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder
recognizes upon the sale or other disposition of our ADSs will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market
election. In the case of a U.S. Holder who has held ADSs during any taxable year in respect of which we were classified as a PFIC and continues to hold such ADSs (or any portion thereof) and has not previously determined to make a mark-to-market
election, and who is now considering making a mark-to-market election, special tax rules may apply relating to purging the PFIC taint of such ADSs.

Because a mark-to-market election, as a technical matter, cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue
to be subject to the PFIC rules with respect to such U.S. Holders indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.



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We do not intend to provide information necessary for U.S. Holders to make qualified electing
fund election, which, if available, would result in tax treatment different from the general tax treatment of PFICs described above.

If a
U.S. Holder owns our ADSs or ordinary shares during any taxable year that we are a PFIC or are treated as such with respect to such U.S. Holder, the U.S. Holder will generally be required to file an annual IRS Form 8621. Each U.S. Holder is urged to
consult its tax advisor concerning the U.S. federal income tax consequences of holding and disposing ADSs or ordinary shares if we are or become classified as a PFIC, including the possibility of making a mark-to-market election and the
unavailability of the QEF election.

Information Reporting and Backup Withholding

Certain U.S. holders are required to report information to the IRS relating to an interest in specified foreign financial assets,
including shares issued by a non-United States corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds US$50,000 (or a higher dollar amount prescribed by the IRS), subject to certain exceptions
(including an exception for shares held in custodial accounts maintained with a United States financial institution). These rules also impose penalties if a U.S. holder is required to submit such information to the IRS and fails to do so.

In addition, U.S. Holders may be subject to information reporting to the IRS with respect to dividends on and proceeds from the sale or other
disposition of our ADSs or ordinary shares. Each U.S. Holder is advised to consult with its tax advisor regarding the application of the United States information reporting rules to their particular circumstances.



|F. | Dividends and Paying Agents
|-- | ---------------------------

Not applicable.



|G. | Statement by Experts
|-- | --------------------

Not applicable.



|H. | Documents on Display
|-- | --------------------

We previously filed with the SEC registration statements on Form
F-1 under the Securities Act with respect to the offering of our ordinary shares represented by ADSs.

We are subject to the periodic
reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file
annually a Form 20-F within four months after the end of each fiscal year for fiscal years, which is December 31. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information
regarding registrants that make electronic filings with the SEC using its EDGAR system. Copies of reports and other information, when filed, may also be inspected without charge and may be obtained at prescribed rates at the public reference
facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. As a foreign private issuer, we
are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery
provisions contained in Section 16 of the Exchange Act.

We will furnish Citibank, N.A., the depositary of our ADSs, with our annual
reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with IFRS, and all notices of shareholders meetings and other reports and communications that are made generally
available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a
shareholders meeting received by the depositary from us.



|I. | Subsidiary Information
|-- | ----------------------

See Item 4. Information on the CompanyC.
Organizational Structure.



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|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Foreign Exchange Risk

Our presentation currency is Renminbi. The functional currencies of our holding company Bitauto Holdings Limited and our wholly owned
subsidiaries outside of China are U.S. dollar and Hong Kong dollar, while the functional currency of our PRC subsidiaries and structured entities is Renminbi. We earn all of our revenues and incur most of our expenses in Renminbi, and substantially
all of our services contracts are denominated in Renminbi. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge our exposure to such risk. Although in
general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange rate between the U.S. dollar and the Renminbi because the value of our business is effectively denominated
in Renminbi, while the ADSs will be traded in U.S. dollars.

The value of the Renminbi against the U.S. dollar and other currencies may
fluctuate and is affected by, among other things, changes in Chinas political and economic conditions. The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the Peoples Bank of China. The
PRC government allowed the Renminbi to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, this appreciation was halted and the exchange rate between the Renminbi and the U.S. dollar
remained within a narrow band. Since June 2010, Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably, and in recent months Renminbi has depreciated significantly against the U.S. dollar. It is difficult to
predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.

To the extent that we need to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes,
appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our
ordinary shares or ADSs, strategic acquisitions or investments or other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us.

Interest Risk

Our exposure to interest
rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits. We have not used derivative financial instruments in our investment portfolio. Interest earning instruments carry a
degree of interest rate risk. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates.However, our future interest income may fall short of expectations due to changes
in market interest rates.

Our earnings are affected by changes in interest rates due to the impact of such changes on interest income and
interest expense from interest-bearing financial assets and liabilities. Our interest-bearing financial assets comprised primarily of cash deposits at floating rates based on Hong Kong Interbank Offered Rate and Peoples Bank of China daily
bank deposit rates.

For the year ended December 31, 2013, 2014 and 2015, interest income from cash deposits was approximately RMB8.1
million, RMB13.6 million and RMB25.0 million (US$3.9 million). The weighted average interest rate on our cash deposits is 0.95%, 1.14% and 1.07% for the year ended December 31, 2013, 2014 and 2015. The following demonstrates the sensitivity to a
reasonably possible change in interest rates on that portion of interest-bearing financial assets affected. With all other variables held constant, a 0.5% increase or decrease in annual interest rates would increase or decrease interest income by
RMB17.0 million (US$2.6 million), respectively, based on the cash, cash equivalents and time deposits balance at December 31, 2015 (2014: RMB6.4 million).

Our interest-bearing financial liabilities comprised primarily of borrowings from banks at fixed rates, which do not expose us to interest
rate risk. The interest expense incurred for the year ended December 31, 2013, 2014 and 2015 was nil, nil and RMB4.5 million (US$0.7 million).

See Item 18 Financial StatementsNotes to the financial statementsNote 26.

Fair Values

Among our financial
instruments, the carrying amounts of financial assets at fair value through profit or loss, available-for-sale financial assets and convertible preference shares approximate their fair values as of December 31, 2015. Fair value estimates are made at
a specific point in time and based on relevant market information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with
precision. Changes in assumptions could significantly affect the estimates. See Item 18 Financial StatementsNotes to the financial statementsNote 26.



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|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|-------- | ------------------------------------------------------



|A. | Debt Securities
|-- | ---------------

Not applicable.



|B. | Warrants and Rights
|-- | -------------------

Not applicable.



|C. | Other Securities
|-- | ----------------

Not applicable.



|D. | American Depositary Shares
|-- | --------------------------

Fees and Charges our ADS Holders May Have to Pay

All fees and charges may, at any time and from time to time, be changed by agreement between the depositary and us but, in the case of fees and
charges payable by holders or beneficial owners of our ADSs, only in the manner contemplated by paragraph (22) of the ADR and as contemplated in the deposit agreement. The depositary will provide, without charge, a copy of its latest fee
schedule to anyone upon request.

Depositary fees payable upon (i) deposit of shares against issuance of ADSs and (ii) surrender of ADSs
for cancellation and withdrawal of deposited securities will be charged by the depositary to the person to whom the ADSs so issued are delivered (in the case of ADS issuances) and to the person who delivers the ADSs for cancellation to the
depositary (in the case of ADS cancellations). In the case of ADSs issued by the depositary into DTC or presented to the depositary via DTC, the ADS issuance and cancellation fees will be payable to the depositary by the DTC Participant(s)
receiving the ADSs from the depositary or the DTC participant(s) surrendering the ADSs to the depositary for cancellation, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account(s) of
the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participant(s) as in effect at the time. Depositary fees in respect of distributions and the depositary services fee are payable to the depositary by
ADS holders as of the applicable ADS record date established by the depositary. In the case of distributions of cash, the amount of the applicable depositary fees is deducted by the depositary from the funds being distributed. In the case
of distributions other than cash and the depositary service fee, the depositary will invoice the applicable ADS holders as of the ADS record date established by the depositary. For ADSs held through DTC, the depositary fees for distributions
other than cash and the depositary service fee are charged by the depositary to the DTC participants in accordance with the procedures and practices prescribed by DTC from time to time and the DTC participants in turn charge the amount of such fees
to the beneficial owners for whom they hold ADSs.

The depositary may remit to us all or a portion of the depositary fees charged for the
reimbursement of certain expenses incurred by us in respect of the ADR program established pursuant to the deposit agreement upon such terms and conditions as we and the depositary may agree from time to time. We will pay to the depositary such fees
and charges and reimburse the depositary for such out-of-pocket expenses as the depositary and we may agree from time to time. Responsibility for payment of such charges and reimbursements may from time to time be changed by agreement between
us and the depositary. The charges and expenses of the custodian are for the sole account of the depositary.

The right of the
depositary to receive payment of fees, charges and expenses as provided above shall survive the termination of the deposit agreement. As to any depositary, upon the resignation or removal of such depositary as described in section 5.4 of the deposit
agreement, such right shall extend for those fees, charges and expenses incurred prior to the effectiveness of such resignation or removal.



|        |  |                                                                                                 |  |                                                                                             
|------- |  | ----------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------
|Service |  | Fees                                                                                           
|       |  | Issuance of ADSs                                                                                |  | Up to US$5¢ per ADS issued                                                                  
|       |  | Cancellation of ADSs                                                                            |  | Up to US$5¢ per ADS canceled                                                                
|       |  | Distribution of cash dividends or other cash distribution                                       |  | Up to US$5¢ per ADS held                                                                    
|       |  | Distribution of ADSs pursuant to stock dividends, free stock distribution or exercise of rights |  | Up to US$5¢ per ADS held                                                                    
|       |  | Distribution of securities other than ADSs or rights to purchase additional ADSs                |  | Up to US$5¢ per ADS held                                                                    
|       |  | Depositary services                                                                             |  | Up to US$5¢ per ADS held on the applicable record date(s) established by the depositary bank
|       |  | Transfer of ADSs                                                                                |  | US$1.50 per certificate presented for transfers                                             



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ADS holders will also be responsible to pay certain fees and expenses incurred by the depositary
bank and certain taxes and governmental charges such as:



| |  |  | fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands (i.e. upon deposit and withdrawal of ordinary shares);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | expenses incurred for converting foreign currency into U.S. dollars;
| | - |  | --------------------------------------------------------------------



| |  |  | expenses for cable, telex and fax transmissions and for delivery of securities;
| | - |  | -------------------------------------------------------------------------------



| |  |  | taxes and duties upon the transfer of securities (i.e. when ordinary shares are deposited or withdrawn from deposit); and
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit.
| | - |  | ------------------------------------------------------------------------------------------------------

Fees and Other Payments Made by the Depositary to Us

The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADR program established pursuant to the deposit
agreement, by making available a portion of the depositary fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company and the Depositary may agree from time to time. Since the completion of our initial
public offering in November 2010, we have received approximately US$1.9 million, net of applicable withholding taxes in the U.S., from the depository as reimbursement for our expenses incurred in connection with the establishment and maintenance of
the ADS program.

PART II



|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|-------- | -----------------------------------------------

None.



|ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|-------- | ----------------------------------------------------------------------------

See
Item 10. Additional Information for a description of the rights of securities holders, which remain unchanged.

We received
net proceeds of approximately US$96.4 million from our initial public offering after deducting expenses. We received net proceeds of approximately US$35.9 million from our follow-on offering after deducting expenses. For the period from the
completion of our initial public offering to December 31, 2015, we used the net proceeds received from our public offerings as follows:



| |  |  | approximately US$10.0 million to repurchase ADSs from the open market; and
| | - |  | --------------------------------------------------------------------------



| |  |  | approximately US$115.2 million for general corporate purposes, including strategic investment, establishment of new entities, acquisitions of assets and capital increase for business development.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the
effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our
management has concluded that, as of December 31, 2015, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SECs rules and forms, and that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our
management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.



107



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Managements Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Rule
13(a)-15(f) and 15(d)-15(f) of the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles
and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. Management, under the supervision and with the participation of our chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee on Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal
Control-Integrated Framework (2013), our management concluded that, as of December 31, 2015, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with IFRS.

Attestation Report of the Independent Registered Public Accounting
Firm

The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by
PricewaterhouseCoopers Zhong Tian LLP, our independent registered public accounting firm, as stated in its report included on page F-2.

Changes in
Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during
the period covered by this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT
|--------- | --------------------------------

Our board of directors has determined that Mr. Jun
Hou, an independent director (under the standards set forth in Section 303A of the NYSE Listed Company Manual and Rule 10A-3 under the Exchange Act) is our audit committee financial expert.



|ITEM 16B. | CODE OF ETHICS
|--------- | --------------

Our board of directors has adopted a code of ethics that applies to our
directors, officers, employees and agents, including certain provisions that specifically apply to our chief executive officer, chief financial officer and any other persons who perform similar functions for us. We have posted a copy of our code of
business conduct and ethics on our website at http://ir.bitauto.com. We hereby undertake to provide to any person without charge a copy of our code of business conduct and ethics within ten working days after we receive such persons
written request.



|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|--------- | --------------------------------------

The following table sets forth the aggregate
fees by categories specified below in connection with certain professional services rendered by Ernst & Young Hua Ming LLP and PricewaterhouseCoopers Zhong Tian LLP, our independent registered public accounting firms, for the periods indicated.
We did not pay any other fees to our independent registered public accounting firms during the periods indicated below.



|                      |  |                                 |       |  |      |  |       | 
|--------------------- |  | ------------------------------- | ----- |  | ---- |  | ----- | 
|                      |  | For the Year Ended December 31, |      
|                      |  | 2014                            |       |  | 2015 | 
|                      |  | (In US$ thousands)              |      
|Audit fees(1)         |  |                                 | 1,111 |  |      |  | 1,223 | 
|Audit-related fees(2) |  |                                 |      |  |      |  | 8     | 
|Tax fees(3)           |  |                                 | 42    |  |      |  | 9     | 
|Other service fees(4) |  |                                 | 229   |  |      |  | 39    | 



108



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|(1) | Audit fees means the aggregate fees billed for professional services rendered by our independent registered public accounting firms for the audit of our annual financial statements (including the attestation
and reporting on the effectiveness of our internal control over financial reporting).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Audit- related fees represents aggregate fees billed for professional services rendered by our independent registered public accounting firms for assurance and related services, which mainly included the
statutory audit services for our subsidiary for the year ended December 31, 2015.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Tax fees represents the aggregated fees billed for professional services rendered by our independent registered public accounting firms for tax compliance, tax advice, and tax planning.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Other service fees represents the aggregated fees billed for professional services rendered by our independent registered public accounting firms for buy-side due diligence service.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The policy of our audit committee is to pre-approve all audit and non-audit services provided by independent auditors, including audit
services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit.



|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|--------- | ----------------------------------------------------------

Not applicable.



|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|--------- | ----------------------------------------------------------------------

Not applicable.



|ITEM 16F. | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
|--------- | --------------------------------------------

Effective from May 9, 2015, we
engaged PricewaterhouseCoopers Zhong Tian LLP as our independent registered public accounting firm, and dismiss Ernst & Young Hua Ming LLP (E&Y). The change of our independent registered public accounting firm was approved by the
audit committee of our board on May 6, 2015. The decision was not made due to any disagreements with E&Y.

E&Ys audit
reports on our consolidated financial statements as of December 31, 2014 and 2013 and for each of the years ended December 31, 2014, 2013 and 2012 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. The audit report of E&Y on the effectiveness of our internal control over financial reporting as of December 31, 2014 did not contain an adverse opinion, nor was it qualified or modified.

During each of the years ended December 31, 2014, 2013 and 2012 and the subsequent interim period through May 8, 2015, there were (i) no
disagreements between us and E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to E&Ys satisfaction, would have caused E&Y to make
reference thereto in their reports, and (ii) no reportable events requiring disclosure pursuant to Item 16F(a)(1)(v) of the instructions to Form 20-F in connection with our annual report on Form 20-F.

We provided E&Y with a copy of the disclosures under this Item 16F and requested from E&Y a letter addressed to the Securities and
Exchange Commission indicating whether it agrees with such disclosures. A copy of E&Ys letter dated April 28, 2016 is attached as Exhibit 16.1.

During each of the years ended December 31, 2014, 2013 and 2012 and the subsequent interim period through May 8, 2015, neither we nor anyone
on behalf of us has consulted with PricewaterhouseCoopers Zhong Tian LLP regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our
consolidated financial statements, and neither a written report nor oral advice was provided to us that PricewaterhouseCoopers Zhong Tian LLP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing,
or financial reporting issue, (ii) any matter that was the subject of a disagreement pursuant to Item 16F(a)(1)(iv) of the instructions to Form 20-F, or (iii) any reportable event pursuant to Item 16F(a)(1)(v) of the instructions to Form 20-F.



|ITEM 16G. | CORPORATE GOVERNANCE
|--------- | --------------------

Certain corporate governance practices in the Cayman Islands,
which is our home country, are considerably different than the standards applied to U.S. domestic issuers. We are exempt from certain corporate governance requirements of the NYSE by virtue of being a foreign private issuer. For example, we are not
required to:



| |  |  | have a majority of the board be independent (other than due to the requirements for the audit committee under the United States Securities Exchange Act of 1934, as amended, or the Exchange Act);
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | have regularly scheduled executive sessions with only non-management directors;
| | - |  | -------------------------------------------------------------------------------



| |  |  | have a fully independent nominating and corporate governance committee;
| | - |  | -----------------------------------------------------------------------



| |  |  | have at least one executive session of solely independent directors each year; or
| | - |  | ---------------------------------------------------------------------------------



| |  |  | seek shareholder approval for (i) the implementation and material revisions of the terms of share incentive plans, (ii) the issuance of more than 1% of our outstanding ordinary shares or 1% of the voting power
outstanding to a related party, (iii) the issuance of more than 20% of our outstanding ordinary shares, and (iv) an issuance that would result in a change of control.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We have elected to follow home country practice with respect to the above. Other than these practices, there have been no significant
differences between our corporate governance practices and those followed by U.S. domestic companies under the requirements of NYSE rules, except that during the period from February 16, 2015 to March 4, 2015, our audit committee was comprised
of only two members, both of whom were independent directors.

A copy of our corporate governance guidelines is available on our website
at http://ir.bitauto.com.



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|ITEM 16H. | MINE SAFETY DISCLOSURE
|--------- | ----------------------

Not applicable.

PART III



|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------

We have elected to provide financial statements pursuant to Item
18.



|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

The consolidated financial statements of Bitauto Holdings Limited
are included at the end of this annual report.



|ITEM 19. | EXHIBITS
|-------- | --------



|              |  |                                                                                                                                                                                                                                                 
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                         
|              | 
|1.1           |  | Second Amended and Restated Memorandum of Association and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 99.2 to the Form 6-K furnished on November 8, 2011 (File No. 001- 34947))                      
|              | 
|2.1           |  | Registrants Specimen American Depositary Receipt (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1, as amended (File No. 333- 170238))                                                                
|              | 
|2.2           |  | Registrants Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended (File No. 333- 170238))                                                            
|              | 
|2.3           |  | Form of Deposit Agreement, among the Registrant, the depositary and holder of the American Depositary Receipts (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form F-1, as amended (File No. 333-
170238))   
|              | 
|2.4           |  | Shareholders Agreement between the Registrant and other parties therein dated July 8, 2009 (incorporated herein by reference to Exhibit 4.4 to the registration statement on Form F-1, as amended (File No. 333- 170238))                       
|              | 
|2.5           |  | Amendment to the Shareholders Agreement between the Registrant and other parties therein, dated October 28, 2010 (incorporated herein by reference to Exhibit 4.5 to the registration statement on Form F-1, as amended (File No.
333- 170238))
|              | 
|2.6           |  | Shareholders Agreement by and among the Registrant and other parties thereto dated November 1, 2012 (incorporated herein by reference to Exhibit G to Schedule 13D filed by AutoTrader Group, Inc. on November 26, 2012 (File No.
005-85981))   
|              | 
|4.1           |  | 2006 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1, as amended (File No. 333- 170238))                                                                                       
|              | 
|4.2           |  | 2010 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1, as amended (File No. 333- 170238))                                                                                       
|              | 
|4.3           |  | 2012 Share Incentive Plan (incorporated herein by reference to Exhibit 4.3 to the Form 20-F filed on April 26, 2013 (File No. 001- 34947))                                                                                                      
|              | 
|4.4           |  | Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated herein by reference to Exhibit 10.3 to the registration statement on Form F-1, as amended (File No. 333- 170238))                         
|              | 
|4.5           |  | Form of Employment Agreement between the Registrant and the officers of the Registrant (incorporated herein by reference to Exhibit 10.4 to the registration statement on Form F-1, as amended (File No. 333- 170238))                          
|              | 
|4.6           |  | Exclusive Business Cooperation Agreement between BBII and BBIT (incorporated herein by reference to Exhibit 4.6 to the Form 20-F filed on April 26, 2013 (File No. 001- 34947))                                                                 
|              | 
|4.7           |  | Exclusive Option Agreement among BBII, BBIT and a shareholder of BBIT (incorporated herein by reference to Exhibit 4.7 to the Form 20-F filed on April 26, 2013 (File No. 001- 34947))                                                          
|              | 
|4.8           |  | Share Pledge Agreement among BBII, BBIT and a shareholder of BBIT (incorporated herein by reference to Exhibit 4.8 to the Form 20-F filed on April 26, 2013 (File No. 001- 34947))                                                              
|              | 
|4.9           |  | Loan Agreement between BBII and a shareholder of BBIT (incorporated herein by reference to Exhibit 4.9 to the Form 20-F filed on April 26, 2013 (File No. 001- 34947))                                                                          



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|              |  |                                                                                                                                                                                                                                                                                                                                         
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                                 
|              | 
|4.10          |  | Exclusive Business Cooperation Agreement between BBII and BEAM (incorporated herein by reference to Exhibit 4.10 to the Form 20-F filed on April 26, 2013 (File No. 001- 34947))                                                                                                                                                        
|              | 
|4.11          |  | Exclusive Option Agreement among BBII, BEAM and a shareholder of BEAM (incorporated herein by reference to Exhibit 4.11 to the Form 20-F filed on April 26, 2013 (File No. 001- 34947))                                                                                                                                                 
|              | 
|4.12          |  | Equity Interest Pledge Agreement among BBII, BEAM and a shareholder of BEAM (incorporated herein by reference to Exhibit 4.12 to the Form 20-F filed on April 26, 2013 (File No. 001- 34947))                                                                                                                                           
|              | 
|4.13          |  | Loan Agreement between BBII and a shareholder of BEAM (incorporated herein by reference to Exhibit 4.13 to the Form 20-F filed on April 26, 2013 (File No. 001- 34947))                                                                                                                                                                 
|              | 
|4.14          |  | Power of Attorney by the shareholders of each PRC structured entity (except Beijing Xinbao Information Technology Company Limited and Beijing Yixin Information Technology Company Limited) (incorporated herein by reference to Exhibit
4.14 to the Form 20-F filed on April 26, 2013 (File No. 001- 34947))                           
|              | 
|4.15*         |  | Exclusive Business Cooperation Agreement between BBII and Beijing Xinbao dated September 15, 2015                                                                                                                                                                                                                                       
|              | 
|4.16*         |  | Loan Agreement between BBII and the shareholder of Beijing Xinbao dated September 15, 2015                                                                                                                                                                                                                                              
|              | 
|4.17*         |  | Exclusive Option Agreement among BBII, Beijing Xinbao and the shareholder of Beijing Xinbao dated September 15, 2015                                                                                                                                                                                                                    
|              | 
|4.18*         |  | Equity Interest Pledge Agreement among BBII, Beijing Xinbao and the shareholder of Beijing Xinbao dated September 15, 2015                                                                                                                                                                                                              
|              | 
|4.19*         |  | Power of Attorney by the shareholder of Beijing Xinbao dated September 15, 2015                                                                                                                                                                                                                                                         
|              | 
|4.20*         |  | Exclusive Business Cooperation Agreement between Techuang and Beijing Yixin dated February 15, 2015                                                                                                                                                                                                                                     
|              | 
|4.21*         |  | Exclusive Option Agreements among Techuang, Beijing Yixin and each shareholder of Beijing Yixin dated April 20, 2015                                                                                                                                                                                                                    
|              | 
|4.22*         |  | Equity Interest Pledge Agreements among Techuang, Beijing Yixin and each shareholder of Beijing Yixin dated April 20, 2015                                                                                                                                                                                                              
|              | 
|4.23*         |  | Power of Attorney by each shareholder of Beijing Yixin dated April 20, 2015                                                                                                                                                                                                                                                             
|              | 
|4.24          |  | Subscription Agreement by and among the Registrant, JD.com Global Investment Limited, JD.com, Inc. and Dongting Lake Investment Limited dated January 9, 2015 (incorporated herein by reference to Exhibit 4.15 to the Form 20-F filed
on April 20, 2015 (File No. 001- 34947))                                                         
|              | 
|4.25          |  | English translation of Business Cooperation Agreement between the Registrant and JD.com, Inc., dated January 9, 2015 (incorporated herein by reference to Exhibit 4.16 to the Form 20-F filed on April 20, 2015 (File No. 001-
34947))                                                                                                  
|              | 
|4.26          |  | Investor Rights Agreement by and among the Registrant, JD.com Global Investment Limited and Dongting Lake Investment Limited dated February 16, 2015 (incorporated herein by reference to Exhibit 4.17 to the Form 20-F filed on April
20, 2015 (File No. 001- 34947))                                                                  
|              | 
|4.27          |  | Share Subscription Agreement by and among the Registrant, Yixin Capital Limited, Dongting Lake Investment Limited, JD Financial Investment Limited and Hammer Capital Management Limited dated January 9, 2015 (incorporated herein by
reference to Exhibit 4.18 to the Form 20-F filed on April 20, 2015 (File No. 001- 34947))        
|              | 
|4.28          |  | Shareholders Agreement by and among Bitauto Hong Kong Limited, Yixin Capital Limited, Dongting Lake Investment Limited, JD Financial Investment Limited and Hammer Capital Management Limited dated February 16, 2015
(incorporated herein by reference to Exhibit 4.19 to the Form 20-F filed on April 20, 2015 (File No. 001- 34947))
|              | 
|8.1*          |  | List of Significant Subsidiaries and Structured Entities                                                                                                                                                                                                                                                                                
|              | 
|11.1          |  | Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 99.1 to the registration statement on Form F-1, as amended (File No. 333- 170238))                                                                                                                                                   
|              | 
|12.1*         |  | Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                  
|              | 
|12.2*         |  | Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                  
|              | 
|13.1**        |  | Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                  



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|              |  |                                                                                                       
|------------- |  | ------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                               
|              | 
|13.2**        |  | Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|              | 
|15.1*         |  | Consent of Han Kun Law Offices                                                                        
|              | 
|15.2*         |  | Consent of Ernst & Young Hua Ming LLP                                                                 
|              | 
|15.3*         |  | Consent of PricewaterhouseCoopers Zhong Tian LLP                                                      
|              | 
|16.1*         |  | Letter from Ernst & Yong Hua Ming LLP to the Securities and Exchange Commission                       



|* | Filed with this annual report on Form 20-F.
|- | -------------------------------------------

|** | Furnished with this annual report on Form 20-F.
|-- | -----------------------------------------------



112



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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.



|                     |  |                          |  |            |  |                                     
|-------------------- |  | ------------------------ |  | ---------- |  | ------------------------------------
|                     |  | BITAUTO HOLDINGS LIMITED
|                     |  |                         
|                     |  | By:                      |  | /s/ Bin Li
|                     |  |                          |  | Name:      |  | Bin Li                              
|                     |  |                          |  | Title:     |  | Chairman and Chief Executive Officer
|                     |  |                          | 
|Date: April 28, 2016 |  |                          |  |            |  |                                     



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                      |  |            
|----------------------------------------------------------------------------------------------------- |  | -----------
|                                                                                                      |  | Page       
|Report of Independent Registered Public Accounting Firms                                              |  | F-2 - F-3  
|                                                                                                      | 
|Consolidated statements of comprehensive income for the years ended December 31,
 2013, 2014 and 2015 |  | F-4        
|                                                                                                      | 
|Consolidated statements of financial position as of December 
31, 2014 and 2015                       |  | F-5        
|                                                                                                      | 
|Consolidated statements of changes in equity for the years ended December 31,
 2013, 2014 and 2015    |  | F-6 - F-8  
|                                                                                                      | 
|Consolidated statements of cash flows for the years ended December 
31, 2013, 2014 and 2015           |  | F-9 - F-10 
|                                                                                                      | 
|Notes to the consolidated financial statements                                                        |  | F-11 - F-76



F-1



---

##### Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Bitauto Holdings Limited:

In our opinion, the accompanying consolidated statements of financial position and the related consolidated statements of comprehensive income, changes in
equity and cash flows present fairly, in all material respects, the financial position of Bitauto Holdings Limited and its subsidiaries at December 31, 2015, and the results of their operations and their cash flows for the year ended
December 31, 2015 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys
management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Managements
Annual Report on Internal Control over Financial Reporting appearing under Item 15 of the accompanying Form 20-F. Our responsibility is to express opinions on these financial statements and on the Companys internal control over financial
reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the financial statements included examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit
of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers Zhong Tian LLP

Beijing, the Peoples Republic of China

April 28, 2016



F-2



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Bitauto Holdings Limited

We have audited the accompanying consolidated statements of financial position of Bitauto Holdings Limited (the Company) as of December 31,
2014 and 2013, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2014. These consolidated financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of
Bitauto Holdings Limited as of December 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with International Financial
Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), Bitauto Holdings Limiteds internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 20, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young Hua Ming LLP

Beijing, the Peoples Republic of China

April 20, 2015



F-3



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|                                                                                                          |  |       |  |      |               |   |      |  |                |      |  |  |                |  
|--------------------------------------------------------------------------------------------------------- |  | ----- |  | ---- | ------------- | - | ---- |  | -------------- | ---- |  |  | -------------- | -
|                                                                                                          |  |       |  | 2013 |               |   | 2014 |  |                | 2015 | 
|                                                                                                          |  | Notes |  | RMB  |               |   | RMB  |  |                | RMB  | 
|Revenue                                                                                                   |  | 5     |  |      | 1,439,332,364 |   |      |  | 2,458,938,024  |      |  |  | 4,011,553,742  |  
|Cost of revenue                                                                                           |  |       |  |      | (335,198,970  | ) |      |  | (597,010,464   | )    |  |  | (1,229,622,979 | )
|                                                                                                          |  |       |  |      |               |   |      |  |                |      |  |  |                |  
|Gross profit                                                                                              |  |       |  |      | 1,104,133,394 |   |      |  | 1,861,927,560  |      |  |  | 2,781,930,763  |  
|Selling and administrative expenses                                                                       |  | 6.1   |  |      | (748,868,802  | ) |      |  | (1,175,686,612 | )    |  |  | (2,992,475,829 | )
|Product development expenses                                                                              |  |       |  |      | (104,405,159  | ) |      |  | (148,078,746   | )    |  |  | (312,099,631   | )
|Other gains/(losses), net                                                                                 |  | 6.2   |  |      | 5,526,662     |   |      |  | (10,904,146    | )    |  |  | 43,088,556     |  
|                                                                                                          |  |       |  |      |               |   |      |  |                |      |  |  |                |  
|Operating profit / (loss)                                                                                 |  |       |  |      | 256,386,095   |   |      |  | 527,258,056    |      |  |  | (479,556,141   | )
|Interest income                                                                                           |  |       |  |      | 8,111,431     |   |      |  | 13,606,952     |      |  |  | 24,980,457     |  
|Interest expense                                                                                          |  |       |  |      | (2,751,915    | ) |      |  | (6,339,436     | )    |  |  | (8,140,243     | )
|Changes in fair value of financial instruments                                                            |  | 19    |  |      |              |   |      |  |               |      |  |  | (31,617,868    | )
|Share of profits /(losses) of investments accounted for using equity method                               |  | 4     |  |      | 1,737,568     |   |      |  | (1,341,336     | )    |  |  | (16,215,835    | )
|Gain from deemed disposal of equity investments                                                           |  | 19.1  |  |      |              |   |      |  |               |      |  |  | 141,194,852    |  
|Gain from adjustment of contingent consideration                                                          |  | 19.2  |  |      |              |   |      |  |               |      |  |  | 17,419,234     |  
|Gain from step acquisition arising from revaluation of previously held equity interest                    |  | 3     |  |      |              |   |      |  | 53,581,440     |      |  |  |               |  
|                                                                                                          |  |       |  |      |               |   |      |  |                |      |  |  |                |  
|Profit/(Loss) before tax                                                                                  |  |       |  |      | 263,483,179   |   |      |  | 586,765,676    |      |  |  | (351,935,544   | )
|Income tax expense                                                                                        |  | 7     |  |      | (22,254,998   | ) |      |  | (97,643,152    | )    |  |  | (64,517,403    | )
|                                                                                                          |  |       |  |      |               |   |      |  |                |      |  |  |                |  
|Profit/(Loss) for the year                                                                                |  |       |  |      | 241,228,181   |   |      |  | 489,122,524    |      |  |  | (416,452,947   | )
|Other comprehensive (loss)/income                                                                         |  |       |  |      |               |   |      |  |                |      |  |  |                |  
|Other comprehensive (loss)/income to be reclassified to profit or loss in subsequent
periods:             |  |       |  |      |               |   |      |  |                |      |  |  |                |  
|Foreign currency exchange differences, net of tax of nil                                                  |  |       |  |      | (15,168,361   | ) |      |  | 3,163,699      |      |  |  | 248,588,000    |  
|Net gain on available-for-sale financial assets, net of tax of nil                                        |  | 19.1  |  |      | 9,068,634     |   |      |  | 5,975,938      |      |  |  | 130,290,750    |  
|                                                                                                          |  |       |  |      |               |   |      |  |                |      |  |  |                |  
|Other comprehensive (loss)/income for the year, net of tax                                                |  |       |  |      | (6,099,727    | ) |      |  | 9,139,637      |      |  |  | 378,878,750    |  
|                                                                                                          |  |       |  |      |               |   |      |  |                |      |  |  |                |  
|Total comprehensive income/(loss) for the year, net of tax                                                |  |       |  |      | 235,128,454   |   |      |  | 498,262,161    |      |  |  | (37,574,197    | )
|                                                                                                          |  |       |  |      |               |   |      |  |                |      |  |  |                |  
|Profit/(Loss) for the year attributable to:                                                               |  |       |  |      |               |   |      |  |                |      |  |  |                |  
|Ordinary shareholders of the parent company                                                               |  |       |  |      | 241,228,181   |   |      |  | 485,190,724    |      |  |  | (424,351,291   | )
|Non-controlling interests                                                                                 |  |       |  |      |              |   |      |  | 3,931,800      |      |  |  | 7,898,344      |  
|Total comprehensive income/(loss) attributable to:                                                        |  |       |  |      |               |   |      |  |                |      |  |  |                |  
|Ordinary shareholders of the parent company                                                               |  |       |  |      | 235,128,454   |   |      |  | 494,330,361    |      |  |  | (45,472,541    | )
|Non-controlling interests                                                                                 |  |       |  |      |              |   |      |  | 3,931,800      |      |  |  | 7,898,344      |  
|Profit/(Loss) per share for the profit/(loss) attributable to ordinary shareholders of the parent
company |  | 17    |  |      |               |   |      |  |                |      |  |  |                |  
|-      basic                                                                                              |  |       |  |      | 6.07          |   |      |  | 11.62          |      |  |  | (7.30          | )
|-      diluted                                                                                            |  |       |  |      | 5.74          |   |      |  | 10.88          |      |  |  | (7.30          | )

The accompanying notes are an integral part of the consolidated financial statements



F-4



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|                                                                   |  |       |  |      |               |   |      |  |                |  
|------------------------------------------------------------------ |  | ----- |  | ---- | ------------- | - | ---- |  | -------------- | -
|                                                                   |  |       |  | 2014 |               |   | 2015 | 
|                                                                   |  | Notes |  | RMB  |               |   | RMB  | 
|ASSETS                                                             |  |       |  |      |               |   |      |  |                |  
|Non-current assets                                                 |  |       |  |      |               |   |      |  |                |  
|Property, plant and equipment                                      |  | 8     |  |      | 127,878,000   |   |      |  | 123,932,258    |  
|Intangible assets                                                  |  | 9     |  |      | 243,201,184   |   |      |  | 2,725,005,061  |  
|Investments accounted for using equity method                      |  | 4     |  |      | 87,914,371    |   |      |  | 183,638,147    |  
|Available-for-sale financial assets                                |  | 19    |  |      | 69,541,208    |   |      |  | 588,905,070    |  
|Financial assets at fair value through profit or loss              |  | 19    |  |      |              |   |      |  | 670,148,114    |  
|Goodwill                                                           |  | 10    |  |      | 187,434,356   |   |      |  | 187,507,109    |  
|Deferred tax assets                                                |  | 7     |  |      | 26,205,070    |   |      |  | 28,965,971     |  
|Other non-current assets                                           |  | 23    |  |      | 16,119,616    |   |      |  | 696,303,536    |  
|                                                                   |  |       |  |      |               |   |      |  |                |  
|                                                                   |  |       |  |      | 758,293,805   |   |      |  | 5,204,405,266  |  
|                                                                   |  |       |  |      |               |   |      |  |                |  
|Current assets                                                     |  |       |  |      |               |   |      |  |                |  
|Trade receivables                                                  |  | 12    |  |      | 1,343,373,607 |   |      |  | 1,899,789,400  |  
|Bills receivables                                                  |  |       |  |      | 104,716,846   |   |      |  | 147,660,156    |  
|Prepayments and other receivables                                  |  | 13    |  |      | 146,852,416   |   |      |  | 332,764,615    |  
|Due from related parties                                           |  | 24    |  |      | 38,934,999    |   |      |  | 1,659,132,360  |  
|Inventories                                                        |  |       |  |      | 370,994       |   |      |  | 519,861        |  
|Other current assets                                               |  | 23    |  |      | 101,947       |   |      |  | 453,652,726    |  
|Restricted cash                                                    |  | 14    |  |      |              |   |      |  | 350,654,400    |  
|Time deposits                                                      |  | 14    |  |      | 61,190,000    |   |      |  | 100,000,000    |  
|Cash and cash equivalents                                          |  | 15    |  |      | 1,221,472,624 |   |      |  | 2,940,874,390  |  
|                                                                   |  |       |  |      |               |   |      |  |                |  
|                                                                   |  |       |  |      | 2,917,013,433 |   |      |  | 7,885,047,908  |  
|                                                                   |  |       |  |      |               |   |      |  |                |  
|TOTAL ASSETS                                                       |  |       |  |      | 3,675,307,238 |   |      |  | 13,089,453,174 |  
|                                                                   |  |       |  |      |               |   |      |  |                |  
|EQUITY AND LIABILITIES                                             |  |       |  |      |               |   |      |  |                |  
|Equity                                                             |  |       |  |      |               |   |      |  |                |  
|Issued capital                                                     |  | 16    |  |      | 12,662        |   |      |  | 17,008         |  
|Share premium                                                      |  | 16    |  |      | 2,696,753,983 |   |      |  | 9,095,194,170  |  
|Treasury shares                                                    |  | 16    |  |      | (62,579,400   | ) |      |  | (56,690,148    | )
|Employee equity benefit reserve                                    |  | 18    |  |      | 91,534,747    |   |      |  | 169,103,720    |  
|Other reserve                                                      |  |       |  |      |               |   |      |  |                |  
|- Foreign currency translation reserve                             |  |       |  |      | 12,779,944    |   |      |  | 261,367,944    |  
|- Available-for-sale financial assets reserve                      |  |       |  |      | 16,138,306    |   |      |  | 146,429,056    |  
|Accumulated losses                                                 |  |       |  |      | (699,087,430  | ) |      |  | (1,123,438,721 | )
|                                                                   |  |       |  |      |               |   |      |  |                |  
|Equity attributable to ordinary shareholders of the parent company |  |       |  |      | 2,055,552,812 |   |      |  | 8,491,983,029  |  
|Non-controlling interest                                           |  |       |  |      | 105,362,097   |   |      |  | 123,260,441    |  
|                                                                   |  |       |  |      |               |   |      |  |                |  
|Total equity                                                       |  |       |  |      | 2,160,914,909 |   |      |  | 8,615,243,470  |  
|                                                                   |  |       |  |      |               |   |      |  |                |  
|Non-current liabilities                                            |  |       |  |      |               |   |      |  |                |  
|Convertible preference shares                                      |  | 19    |  |      |              |   |      |  | 1,725,485,886  |  
|Deferred tax liabilities                                           |  | 7     |  |      | 48,535,845    |   |      |  | 40,355,873     |  
|Other non-current liabilities                                      |  |       |  |      | 38,323,654    |   |      |  | 47,867,001     |  
|                                                                   |  |       |  |      |               |   |      |  |                |  
|                                                                   |  |       |  |      | 86,859,499    |   |      |  | 1,813,708,760  |  
|                                                                   |  |       |  |      |               |   |      |  |                |  
|Current liabilities                                                |  |       |  |      |               |   |      |  |                |  
|Trade payables                                                     |  | 20    |  |      | 589,152,700   |   |      |  | 987,424,361    |  
|Other payables and accruals                                        |  | 21    |  |      | 717,017,074   |   |      |  | 1,148,404,844  |  
|Due to related parties                                             |  | 24    |  |      | 4,500,000     |   |      |  | 51,680,825     |  
|Interest-bearing borrowings                                        |  | 22    |  |      |              |   |      |  | 361,084,116    |  
|Income tax payable                                                 |  |       |  |      | 116,863,056   |   |      |  | 111,906,798    |  
|                                                                   |  |       |  |      |               |   |      |  |                |  
|                                                                   |  |       |  |      | 1,427,532,830 |   |      |  | 2,660,500,944  |  
|                                                                   |  |       |  |      |               |   |      |  |                |  
|Total liabilities                                                  |  |       |  |      | 1,514,392,329 |   |      |  | 4,474,209,704  |  
|                                                                   |  |       |  |      |               |   |      |  |                |  
|TOTAL EQUITY AND LIABILITIES                                       |  |       |  |      | 3,675,307,238 |   |      |  | 13,089,453,174 |  
|                                                                   |  |       |  |      |               |   |      |  |                |  

The accompanying notes are an integral part of the consolidated financial statements



F-5



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|                                               |  |                                                           |        |  |                       |  |               |                         |  |  |                                        |   |  |                                                 |            |   |                                                          |  |             |                   |  |  |              |  |  |  |                |   |  |  |               |  
|---------------------------------------------- |  | --------------------------------------------------------- | ------ |  | --------------------- |  | ------------- | ----------------------- |  |  | -------------------------------------- | - |  | ----------------------------------------------- | ---------- | - | -------------------------------------------------------- |  | ----------- | ----------------- |  |  | ------------ |  |  |  | -------------- | - |  |  | ------------- | -
|                                               |  | Attributed to Ordinary Shareholders of the Parent Company |       
|                                               |  | Issuedcapital(Note 16)                                    |        |  | Sharepremium(Note 16) |  |               | Treasuryshares(Note 16) |  |  | Employeeequity benefitreserve(Note 18) |   |  | Other reserve-foreigncurrencytranslationreserve |            |   | Other reserve-available-for-sale financialassets reserve |  |             | Accumulatedlosses |  |  | Total equity | 
|                                               |  | RMB                                                       |        |  | RMB                   |  |               | RMB                     |  |  | RMB                                    |   |  | RMB                                             |            |   | RMB                                                      |  |             | RMB               |  |  | RMB          | 
|As of January 1, 2013                          |  |                                                           | 11,696 |  |                       |  | 2,409,156,049 |                         |  |  | (62,727,907                            | ) |  |                                                 | 40,992,540 |   |                                                          |  | 24,784,606  |                   |  |  | 1,093,734    |  |  |  | (1,425,506,335 | ) |  |  | 987,804,383   |  
|Profit for the year                            |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 |           |   |                                                          |  |            |                   |  |  |             |  |  |  | 241,228,181    |   |  |  | 241,228,181   |  
|Other comprehensive (loss)/income              |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 |           |   |                                                          |  | (15,168,361 | )                 |  |  | 9,068,634    |  |  |  |               |   |  |  | (6,099,727    | )
|                                               |  |                                                           |        |  |                       |  |               |                         |  |  |                                        |   |  |                                                 |            |   |                                                          |  |             |                   |  |  |              |  |  |  |                |   |  |  |               |  
|Total comprehensive (loss)/income for the year |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 |           |   |                                                          |  | (15,168,361 | )                 |  |  | 9,068,634    |  |  |  | 241,228,181    |   |  |  | 235,128,454   |  
|Exercise of options                            |  |                                                           |       |  |                       |  | 21,886,238    |                         |  |  |                                       |   |  |                                                 | (7,657,345 | ) |                                                          |  |            |                   |  |  |             |  |  |  |               |   |  |  | 14,228,893    |  
|Issuance of ordinary shares (Note 16)          |  |                                                           | 432    |  |                       |  | 219,300,260   |                         |  |  |                                       |   |  |                                                 |           |   |                                                          |  |            |                   |  |  |             |  |  |  |               |   |  |  | 219,300,692   |  
|Share-based payment                            |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 | 19,386,459 |   |                                                          |  |            |                   |  |  |             |  |  |  |               |   |  |  | 19,386,459    |  
|                                               |  |                                                           |        |  |                       |  |               |                         |  |  |                                        |   |  |                                                 |            |   |                                                          |  |             |                   |  |  |              |  |  |  |                |   |  |  |               |  
|As of December 31, 2013                        |  |                                                           | 12,128 |  |                       |  | 2,650,342,547 |                         |  |  | (62,727,907                            | ) |  |                                                 | 52,721,654 |   |                                                          |  | 9,616,245   |                   |  |  | 10,162,368   |  |  |  | (1,184,278,154 | ) |  |  | 1,475,848,881 |  
|                                               |  |                                                           |        |  |                       |  |               |                         |  |  |                                        |   |  |                                                 |            |   |                                                          |  |             |                   |  |  |              |  |  |  |                |   |  |  |               |  



The accompanying
notes are an integral part of the consolidated financial statements



F-6



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|                                        |  |                                                           |        |  |                       |  |               |                         |  |  |                                        |   |  |                                                 |             |   |                                                          |  |            |                   |  |  |            |  |  |                         |                |   |              |  |               |  |  |  |             |  |  |  |               | 
|--------------------------------------- |  | --------------------------------------------------------- | ------ |  | --------------------- |  | ------------- | ----------------------- |  |  | -------------------------------------- | - |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------------- |  | ---------- | ----------------- |  |  | ---------- |  |  | ----------------------- | -------------- | - | ------------ |  | ------------- |  |  |  | ----------- |  |  |  | ------------- | 
|                                        |  | Attributed to Ordinary Shareholders of the Parent Company |        |  |                       |  |               |                         | 
|                                        |  | Issuedcapital(Note 16)                                    |        |  | Sharepremium(Note 16) |  |               | Treasuryshares(Note 16) |  |  | Employeeequity benefitreserve(Note 18) |   |  | Other reserve-foreigncurrencytranslationreserve |             |   | Other reserve-available-for-sale financialassets reserve |  |            | Accumulatedlosses |  |  | Total      |  |  | Non-controllinginterest |                |   | Total equity | 
|                                        |  | RMB                                                       |        |  | RMB                   |  |               | RMB                     |  |  | RMB                                    |   |  | RMB                                             |             |   | RMB                                                      |  |            | RMB               |  |  | RMB        |  |  | RMB                     |                |   | RMB          | 
|As of January 1, 2014                   |  |                                                           | 12,128 |  |                       |  | 2,650,342,547 |                         |  |  | (62,727,907                            | ) |  |                                                 | 52,721,654  |   |                                                          |  | 9,616,245  |                   |  |  | 10,162,368 |  |  |                         | (1,184,278,154 | ) |              |  | 1,475,848,881 |  |  |  |            |  |  |  | 1,475,848,881 | 
|Profit for the year                     |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 |            |   |                                                          |  |           |                   |  |  |           |  |  |                         | 485,190,724    |   |              |  | 485,190,724   |  |  |  | 3,931,800   |  |  |  | 489,122,524   | 
|Other comprehensive income              |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 |            |   |                                                          |  | 3,163,699  |                   |  |  | 5,975,938  |  |  |                         |               |   |              |  | 9,139,637     |  |  |  |            |  |  |  | 9,139,637     | 
|                                        |  |                                                           |        |  |                       |  |               |                         |  |  |                                        |   |  |                                                 |             |   |                                                          |  |            |                   |  |  |            |  |  |                         |                |   |              |  |               |  |  |  |             |  |  |  |               | 
|Total comprehensive income for the year |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 |            |   |                                                          |  | 3,163,699  |                   |  |  | 5,975,938  |  |  |                         | 485,190,724    |   |              |  | 494,330,361   |  |  |  | 3,931,800   |  |  |  | 498,262,161   | 
|Exercise of options and RSUs            |  |                                                           |       |  |                       |  | 46,411,436    |                         |  |  | 148,507                                |   |  |                                                 | (18,290,773 | ) |                                                          |  |           |                   |  |  |           |  |  |                         |               |   |              |  | 28,269,170    |  |  |  |            |  |  |  | 28,269,170    | 
|Issuance of ordinary shares (Note 16)   |  |                                                           | 534    |  |                       |  |              |                         |  |  |                                       |   |  |                                                 |            |   |                                                          |  |           |                   |  |  |           |  |  |                         |               |   |              |  | 534           |  |  |  |            |  |  |  | 534           | 
|Share-based payment                     |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 | 57,103,866  |   |                                                          |  |           |                   |  |  |           |  |  |                         |               |   |              |  | 57,103,866    |  |  |  |            |  |  |  | 57,103,866    | 
|Acquisitions of subsidiaries (Note 3)   |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 |            |   |                                                          |  |           |                   |  |  |           |  |  |                         |               |   |              |  |              |  |  |  | 101,430,297 |  |  |  | 101,430,297   | 
|                                        |  |                                                           |        |  |                       |  |               |                         |  |  |                                        |   |  |                                                 |             |   |                                                          |  |            |                   |  |  |            |  |  |                         |                |   |              |  |               |  |  |  |             |  |  |  |               | 
|As of December 31, 2014                 |  |                                                           | 12,662 |  |                       |  | 2,696,753,983 |                         |  |  | (62,579,400                            | ) |  |                                                 | 91,534,747  |   |                                                          |  | 12,779,944 |                   |  |  | 16,138,306 |  |  |                         | (699,087,430   | ) |              |  | 2,055,552,812 |  |  |  | 105,362,097 |  |  |  | 2,160,914,909 | 
|                                        |  |                                                           |        |  |                       |  |               |                         |  |  |                                        |   |  |                                                 |             |   |                                                          |  |            |                   |  |  |            |  |  |                         |                |   |              |  |               |  |  |  |             |  |  |  |               | 



The accompanying
notes are an integral part of the consolidated financial statements



F-7



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|                                               |  |                                                           |        |  |                       |  |               |                         |  |  |                                        |   |  |                                                 |             |   |                                                          |  |             |                   |  |  |             |  |  |                         |                |   |              |  |               |   |  |  |             |  |  |  |               |  
|---------------------------------------------- |  | --------------------------------------------------------- | ------ |  | --------------------- |  | ------------- | ----------------------- |  |  | -------------------------------------- | - |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------------- |  | ----------- | ----------------- |  |  | ----------- |  |  | ----------------------- | -------------- | - | ------------ |  | ------------- | - |  |  | ----------- |  |  |  | ------------- | -
|                                               |  | Attributed to Ordinary Shareholders of the Parent Company |        |  |                       |  |               |                         | 
|                                               |  | Issuedcapital(Note 16)                                    |        |  | Sharepremium(Note 16) |  |               | Treasuryshares(Note 16) |  |  | Employeeequity benefitreserve(Note 18) |   |  | Other reserve-foreigncurrencytranslationreserve |             |   | Other reserve-available-for-sale financialassets reserve |  |             | Accumulatedlosses |  |  | Total       |  |  | Non-controllinginterest |                |   | Total equity | 
|                                               |  | RMB                                                       |        |  | RMB                   |  |               | RMB                     |  |  | RMB                                    |   |  | RMB                                             |             |   | RMB                                                      |  |             | RMB               |  |  | RMB         |  |  | RMB                     |                |   | RMB          | 
|As of January 1, 2015                          |  |                                                           | 12,662 |  |                       |  | 2,696,753,983 |                         |  |  | (62,579,400                            | ) |  |                                                 | 91,534,747  |   |                                                          |  | 12,779,944  |                   |  |  | 16,138,306  |  |  |                         | (699,087,430   | ) |              |  | 2,055,552,812 |   |  |  | 105,362,097 |  |  |  | 2,160,914,909 |  
|(Loss)/profit for the year                     |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 |            |   |                                                          |  |            |                   |  |  |            |  |  |                         | (424,351,291   | ) |              |  | (424,351,291  | ) |  |  | 7,898,344   |  |  |  | (416,452,947  | )
|Other comprehensive income                     |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 |            |   |                                                          |  | 248,588,000 |                   |  |  | 130,290,750 |  |  |                         |               |   |              |  | 378,878,750   |   |  |  |            |  |  |  | 378,878,750   |  
|                                               |  |                                                           |        |  |                       |  |               |                         |  |  |                                        |   |  |                                                 |             |   |                                                          |  |             |                   |  |  |             |  |  |                         |                |   |              |  |               |   |  |  |             |  |  |  |               |  
|Total comprehensive income/(loss) for the year |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 |            |   |                                                          |  | 248,588,000 |                   |  |  | 130,290,750 |  |  |                         | (424,351,291   | ) |              |  | (45,472,541   | ) |  |  | 7,898,344   |  |  |  | (37,574,197   | )
|Exercise of options and RSUs                   |  |                                                           |       |  |                       |  | 43,243,535    |                         |  |  | 5,889,252                              |   |  |                                                 | (42,475,630 | ) |                                                          |  |            |                   |  |  |            |  |  |                         |               |   |              |  | 6,657,157     |   |  |  |            |  |  |  | 6,657,157     |  
|Issuance of ordinary shares (Note 16)          |  |                                                           | 4,346  |  |                       |  | 6,355,196,652 |                         |  |  |                                       |   |  |                                                 |            |   |                                                          |  |            |                   |  |  |            |  |  |                         |               |   |              |  | 6,355,200,998 |   |  |  |            |  |  |  | 6,355,200,998 |  
|Share-based payment                            |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 | 120,044,603 |   |                                                          |  |            |                   |  |  |            |  |  |                         |               |   |              |  | 120,044,603   |   |  |  |            |  |  |  | 120,044,603   |  
|Acquisitions of a subsidiary (Note 3)          |  |                                                           |       |  |                       |  |              |                         |  |  |                                       |   |  |                                                 |            |   |                                                          |  |            |                   |  |  |            |  |  |                         |               |   |              |  |              |   |  |  | 10,000,000  |  |  |  | 10,000,000    |  
|                                               |  |                                                           |        |  |                       |  |               |                         |  |  |                                        |   |  |                                                 |             |   |                                                          |  |             |                   |  |  |             |  |  |                         |                |   |              |  |               |   |  |  |             |  |  |  |               |  
|As of December 31, 2015                        |  |                                                           | 17,008 |  |                       |  | 9,095,194,170 |                         |  |  | (56,690,148                            | ) |  |                                                 | 169,103,720 |   |                                                          |  | 261,367,944 |                   |  |  | 146,429,056 |  |  |                         | (1,123,438,721 | ) |              |  | 8,491,983,029 |   |  |  | 123,260,441 |  |  |  | 8,615,243,470 |  
|                                               |  |                                                           |        |  |                       |  |               |                         |  |  |                                        |   |  |                                                 |             |   |                                                          |  |             |                   |  |  |             |  |  |                         |                |   |              |  |               |   |  |  |             |  |  |  |               |  

The accompanying notes are an integral part of the consolidated financial statements



F-8



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|                                                                                       |  |       |  |      |              |   |      |  |              |      |  |  |                |  
|-------------------------------------------------------------------------------------- |  | ----- |  | ---- | ------------ | - | ---- |  | ------------ | ---- |  |  | -------------- | -
|                                                                                       |  | Notes |  | 2013 |              |   | 2014 |  |              | 2015 | 
|                                                                                       |  |       |  | RMB  |              |   | RMB  |  |              | RMB  | 
|Operating activities                                                                   |  |       |  |      |              |   |      |  |              |      |  |  |                |  
|Profit/(Loss) before tax                                                               |  |       |  |      | 263,483,179  |   |      |  | 586,765,676  |      |  |  | (351,935,544   | )
|Non-cash adjustments to reconcile profit before tax to net cash flows:                 |  |       |  |      |              |   |      |  |              |      |  |  |                |  
|Gain from deemed disposal of equity investments                                        |  | 19.1  |  |      |             |   |      |  |             |      |  |  | (141,194,852   | )
|Gain from adjustment of contingent consideration                                       |  | 19.2  |  |      |             |   |      |  |             |      |  |  | (17,419,234    | )
|Gain from step acquisition arising from revaluation of previously held equity interest |  | 3     |  |      |             |   |      |  | (53,581,440  | )    |  |  |               |  
|Changes in fair value of financial instruments                                         |  | 19    |  |      |             |   |      |  |             |      |  |  | 31,617,868     |  
|Impairment of available-for-sale financial assets                                      |  |       |  |      | 768,526      |   |      |  |             |      |  |  |               |  
|Exercise of Car King Holding Ltd. warrant                                              |  |       |  |      | 37,157       |   |      |  |             |      |  |  |               |  
|Depreciation of property, plant and equipment                                          |  | 8     |  |      | 30,238,275   |   |      |  | 38,318,421   |      |  |  | 55,458,863     |  
|Amortization of intangible assets                                                      |  | 9     |  |      | 11,907,235   |   |      |  | 20,957,848   |      |  |  | 514,798,512    |  
|Loss/(gain) on disposal of property, plant and equipment                               |  |       |  |      | 485,883      |   |      |  | (501,176     | )    |  |  | 375,250        |  
|Gain on disposal of intangible assets                                                  |  |       |  |      |             |   |      |  | (10,377      | )    |  |  |               |  
|Write-down of assets                                                                   |  | 6.1   |  |      |             |   |      |  |             |      |  |  | 280,591,210    |  
|Share-based payment                                                                    |  | 18    |  |      | 19,386,459   |   |      |  | 57,103,866   |      |  |  | 120,044,603    |  
|Provision for bad debts                                                                |  | 12    |  |      | 10,348,662   |   |      |  | 13,896,878   |      |  |  | 8,930,719      |  
|Interest income                                                                        |  |       |  |      | (8,111,431   | ) |      |  | (13,606,952  | )    |  |  | (24,980,457    | )
|Interest expense                                                                       |  |       |  |      | 2,751,915    |   |      |  | 6,339,436    |      |  |  | 8,140,243      |  
|Share of (profits)/losses of investments accounted for using equity method             |  | 4     |  |      | (1,737,568   | ) |      |  | 1,341,336    |      |  |  | 16,215,835     |  
|Unrealized exchange (gains)/losses                                                     |  |       |  |      | (11,727,588  | ) |      |  | 1,556,594    |      |  |  | 6,559,787      |  
|Changes in working capital, net of effects of acquisitions:                            |  |       |  |      |              |   |      |  |              |      |  |  |                |  
|Trade receivables                                                                      |  |       |  |      | (194,928,544 | ) |      |  | (653,530,462 | )    |  |  | (565,260,421   | )
|Bills receivables                                                                      |  |       |  |      | (415,640     | ) |      |  | (35,532,946  | )    |  |  | (42,943,310    | )
|Prepayments and other receivables                                                      |  |       |  |      | (2,164,153   | ) |      |  | (64,129,366  | )    |  |  | (151,236,079   | )
|Due from related parties                                                               |  |       |  |      | 866,698      |   |      |  | (34,356,252  | )    |  |  | (1,620,197,361 | )
|Inventories                                                                            |  |       |  |      | 42,572       |   |      |  | 255,197      |      |  |  | (148,867       | )
|Other current assets                                                                   |  |       |  |      | 458,762      |   |      |  | 203,895      |      |  |  | (410,639,891   | )
|Other non-current assets                                                               |  |       |  |      | (4,954,726   | ) |      |  | (11,164,890  | )    |  |  | (680,183,920   | )
|Trade payables                                                                         |  |       |  |      | 99,930,321   |   |      |  | 292,112,065  |      |  |  | 433,633,930    |  
|Other payables and accruals                                                            |  |       |  |      | 141,406,547  |   |      |  | 290,417,043  |      |  |  | 387,585,239    |  
|Due to related parties                                                                 |  |       |  |      | 2,125,000    |   |      |  | 1,950,000    |      |  |  | 35,321,872     |  
|Other non-current liabilities                                                          |  |       |  |      |             |   |      |  |             |      |  |  | 24,361,234     |  
|                                                                                       |  |       |  |      |              |   |      |  |              |      |  |  |                |  
|                                                                                       |  |       |  |      | 360,197,541  |   |      |  | 444,804,394  |      |  |  | (2,082,504,771 | )
|Interest received                                                                      |  |       |  |      | 8,111,431    |   |      |  | 13,215,846   |      |  |  | 21,992,793     |  
|Income tax paid                                                                        |  |       |  |      | (37,753,200  | ) |      |  | (44,419,052  | )    |  |  | (92,039,081    | )
|                                                                                       |  |       |  |      |              |   |      |  |              |      |  |  |                |  
|Net cash flows from/(used in) operating activities                                     |  |       |  |      | 330,555,772  |   |      |  | 413,601,188  |      |  |  | (2,152,551,059 | )
|                                                                                       |  |       |  |      |              |   |      |  |              |      |  |  |                |  



The accompanying
notes are an integral part of the consolidated financial statements



F-9



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|                                                                                |  |       |  |      |               |   |      |  |               |      |  |  |                |  
|------------------------------------------------------------------------------- |  | ----- |  | ---- | ------------- | - | ---- |  | ------------- | ---- |  |  | -------------- | -
|                                                                                |  | Notes |  | 2013 |               |   | 2014 |  |               | 2015 | 
|                                                                                |  |       |  | RMB  |               |   | RMB  |  |               | RMB  | 
|Investing activities                                                            |  |       |  |      |               |   |      |  |               |      |  |  |                |  
|Placement of time deposits                                                      |  |       |  |      |              |   |      |  | (61,190,000   | )    |  |  | (2,388,478,460 | )
|Proceeds from maturity of time deposits                                         |  |       |  |      |              |   |      |  |              |      |  |  | 2,443,311,260  |  
|Restricted bank deposits                                                        |  |       |  |      |              |   |      |  |              |      |  |  | (334,097,600   | )
|Purchase of investments in preference shares                                    |  |       |  |      | (5,487,207    | ) |      |  | (30,595,000   | )    |  |  | (808,161,901   | )
|Purchase of investments accounted for using equity method                       |  |       |  |      | (2,610,000    | ) |      |  | (66,750,000   | )    |  |  | (112,967,946   | )
|Acquisition of subsidiaries, net of cash acquired                               |  |       |  |      | (18,000,000   | ) |      |  | (107,693,185  | )    |  |  | (6,118,293     | )
|Purchases of property, plant and equipment                                      |  |       |  |      | (29,396,843   | ) |      |  | (48,390,605   | )    |  |  | (231,849,722   | )
|Proceeds from sale of property, plant and equipment                             |  |       |  |      | 2,460,599     |   |      |  | 1,573,502     |      |  |  | 42,959,604     |  
|Purchases of intangible assets                                                  |  |       |  |      | (3,725,182    | ) |      |  | (7,915,237    | )    |  |  | (3,606,850     | )
|Proceeds from sale of intangible assets                                         |  |       |  |      |              |   |      |  | 671,984       |      |  |  |               |  
|                                                                                |  |       |  |      |               |   |      |  |               |      |  |  |                |  
|Net cash flows used in investing activities                                     |  |       |  |      | (56,758,633   | ) |      |  | (320,288,541  | )    |  |  | (1,399,009,908 | )
|                                                                                |  |       |  |      |               |   |      |  |               |      |  |  |                |  
|Financing activities                                                            |  |       |  |      |               |   |      |  |               |      |  |  |                |  
|Proceeds from issuance of ordinary shares, net of issuance costs                |  |       |  |      | 220,132,181   |   |      |  | 227           |      |  |  | 3,370,015,014  |  
|Proceeds from issuance of convertible preference shares, net of issuance costs  |  |       |  |      |              |   |      |  |              |      |  |  | 1,537,952,300  |  
|Payment of public offering expenses                                             |  |       |  |      |              |   |      |  | (831,531      | )    |  |  |               |  
|Exercise of options                                                             |  |       |  |      | 12,992,594    |   |      |  | 29,490,370    |      |  |  | 5,881,117      |  
|Proceeds from interest-bearing borrowings                                       |  |       |  |      |              |   |      |  |              |      |  |  | 361,084,116    |  
|Interest expense paid                                                           |  |       |  |      | (2,751,915    | ) |      |  | (3,683,909    | )    |  |  | (3,116,808     | )
|                                                                                |  |       |  |      |               |   |      |  |               |      |  |  |                |  
|Net cash flows from financing activities                                        |  |       |  |      | 230,372,860   |   |      |  | 24,975,157    |      |  |  | 5,271,815,739  |  
|                                                                                |  |       |  |      |               |   |      |  |               |      |  |  |                |  
|Net increase in cash and cash equivalents                                       |  |       |  |      | 504,169,999   |   |      |  | 118,287,804   |      |  |  | 1,720,254,772  |  
|Net foreign exchange difference                                                 |  |       |  |      | (2,895,467    | ) |      |  | 1,524,730     |      |  |  | (853,006       | )
|Cash and cash equivalents at beginning of the year                              |  |       |  |      | 600,385,558   |   |      |  | 1,101,660,090 |      |  |  | 1,221,472,624  |  
|                                                                                |  |       |  |      |               |   |      |  |               |      |  |  |                |  
|Cash and cash equivalents at end of the year                                    |  |       |  |      | 1,101,660,090 |   |      |  | 1,221,472,624 |      |  |  | 2,940,874,390  |  
|                                                                                |  |       |  |      |               |   |      |  |               |      |  |  |                |  
|Supplemental disclosure of non-cash activities:                                 |  |       |  |      |               |   |      |  |               |      |  |  |                |  
|Issuance of ordinary shares in connection with business cooperation with JD.com |  | 9     |  |      |              |   |      |  |              |      |  |  | 3,045,268,100  |  
|Acquisition of subsidiaries                                                     |  | 3     |  |      |              |   |      |  | 61,209,204    |      |  |  |               |  
|Purchases of property, plant and equipment                                      |  |       |  |      | 1,591,804     |   |      |  | 43,081,557    |      |  |  | 1,537,464      |  
|Purchases of intangible assets                                                  |  |       |  |      |              |   |      |  | 424,528       |      |  |  | 4,258,418      |  
|Public offering expenses accrued for in other payables and accruals             |  |       |  |      | 831,531       |   |      |  |              |      |  |  |               |  
|Amounts receivable from exercise of options                                     |  |       |  |      | (1,236,299    | ) |      |  | (19,581       | )    |  |  | (796,819       | )

The accompanying notes are an integral part of the consolidated financial statements



F-10



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|1. | Corporate information
|-- | ---------------------

Bitauto Holdings Limited (the Company) is a limited
liability company incorporated and domiciled in the Cayman Islands. The registered office is located at Scotia Centre, George Town, Grand Cayman, Cayman Islands.

The Company does not conduct any substantial operations other than acting as an investment holding company and parent of its subsidiaries and
structured entities (the SEs). The Company conducts most of its business through its operating subsidiaries and SEs (collectively, the Group), which are all established in the Peoples Republic of China (the
PRC). The Company owns 100% of the equity of Beijing Bitauto Internet Information Company Limited (BBII) through a wholly-owned subsidiary, Bitauto Hong Kong Limited (Bitauto HK).

The Group is principally engaged in the provision of Internet content and marketing services in the automobile industry, including advertising
services, subscription services, listing services, one-stop digital marketing solution services and transaction services in the PRC.

As of
December 31, 2015, the Companys principal operating subsidiaries and the SEs are as follows:



|                                                                                                                                                  |  |                                                                        |                   |  |                  |  |                |  |  |  |     |  |  |  |     | 
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------- | ----------------- |  | ---------------- |  | -------------- |  |  |  | --- |  |  |  | --- | 
|Name                                                                                                                                              |  | Place and date of incorporation orregistration and place of operations |                   |  | % equityinterest | 
|                                                                                                                                                  |  | 2015                                                                   |                   |  | 2014             | 
|Subsidiaries                                                                                                                                      |  |                                                                        |                   |  |                  |  |                |  |  |  |     |  |  |  |     | 
|Bitauto Hong Kong Limited                                                                                                                         |  |                                                                        | April 27, 2010    |  |                  |  | Hong Kong      |  |  |  | 100 |  |  |  | 100 | 
|Yixin Capital Limited                                                                                                                             |  |                                                                        | November 19, 2014 |  |                  |  | Cayman Islands |  |  |  | 100 |  |  |  | 100 | 
|Yixin Capital Hong Kong Limited                                                                                                                   |  |                                                                        | November 27, 2014 |  |                  |  | Hong Kong      |  |  |  | 100 |  |  |  | 100 | 
|Beijing Bitauto Internet Information Company Limited                                                                                              |  |                                                                        | January 20, 2006  |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Shanghai Yixin Financing Leasing Company Limited                                                                                                  |  |                                                                        | August 12, 2014   |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Shanghai Techuang Advertising Company Limited                                                                                                     |  |                                                                        | January 29, 2015  |  |                  |  | PRC            |  |  |  | 100 |  |  |  |    | 
|Bitauto (Xian) Information Technology Company Limited                                                                                            |  |                                                                        | January 22, 2014  |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|SEs                                                                                                                                               |  |                                                                        |                   |  |                  |  |                |  |  |  |     |  |  |  |     | 
|Beijing C&I Advertising Company Limited                                                                                                           |  |                                                                        | December 30, 2002 |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Beijing Bitauto Information Technology Company Limited                                                                                            |  |                                                                        | November 30, 2005 |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Beijing Easy Auto Media Company Limited                                                                                                           |  |                                                                        | March 7, 2008     |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Beijing Chehui Interactive Advertising Company Limited (formerly known as Beijing Yihui
Interactive Advertising Company Limited)                  |  |                                                                        | February 10, 2006 |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Beijing Bitauto Interactive Advertising Company Limited                                                                                           |  |                                                                        | December 12, 2007 |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Beijing You Jie Information Company Limited                                                                                                       |  |                                                                        | July 11, 2008     |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Beijing Xinbao Information Technology Company Limited (Beijing Xinbao, formerly known
as Beijing Taoche Information Technology Company Limited) |  |                                                                        | February 2, 2008  |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Bitauto (Tianjin) Commerce Company Limited                                                                                                        |  |                                                                        | May 16, 2014      |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Beijing Bit EP Information Technology Company Limited (Bit EP)                                                                                  |  |                                                                        | June 3, 2011      |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Beijing Bitcar Interactive Information Technology Company Limited (Bitcar)                                                                      |  |                                                                        | October 16, 2008  |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Beijing Runlin Automobile and Technology Company Limited (Beijing Runlin)                                                                       |  |                                                                        | April 24, 2003    |  |                  |  | PRC            |  |  |  | 51  |  |  |  | 51  | 
|Target Net (Beijing) Technology Company Limited (Target Net)                                                                                    |  |                                                                        | January 31, 2012  |  |                  |  | PRC            |  |  |  | 51  |  |  |  | 51  | 
|Beijing New Line Advertising Company Limited                                                                                                      |  |                                                                        | June 8, 2006      |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Beijing BitOne Technology Company Limited                                                                                                         |  |                                                                        | August 13, 2010   |  |                  |  | PRC            |  |  |  | 100 |  |  |  | 100 | 
|Beijing Yixin Information Technology Company Limited                                                                                              |  |                                                                        | January 9, 2015   |  |                  |  | PRC            |  |  |  | 100 |  |  |  |    | 



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|1. | Corporate information (continued)
|-- | ---------------------------------



Bitauto HKs principal activities are the provision of investing administrative and
consulting services to its subsidiaries. All of the SEs principal activities are the provision of advertising services, subscription services, listing services, one-stop digital marketing solution services and transaction services through
various forms of media, such as websites and mobile.



|2.1 | Basis of preparation
|--- | --------------------

The consolidated financial statements have been prepared on a
historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are presented in Renminbi (RMB). Certain items reported in the prior years consolidated financial
statements have been reclassified to conform to the current years presentation.

Statement of compliance

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards
(IFRS), as issued by the International Accounting Standards Board (IASB).

Basis of consolidation

Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has:



| |  |  | Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | Exposure, or rights, to variable returns from its involvement with the investee, and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | The ability to use its power over the investee to affect its returns
| | - |  | --------------------------------------------------------------------

When the Company has less
than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including:



| |  |  | The contractual arrangement with the other vote holders of the investee
| | - |  | -----------------------------------------------------------------------



| |  |  | Rights arising from other contractual arrangements
| | - |  | --------------------------------------------------



| |  |  | The Companys voting rights and potential voting rights
| | - |  | -------------------------------------------------------

Pursuant to a number of
contractual and trust agreements, the Company owns and controls its SEs through nominees. At the option of the Company, the Company could or could direct another person to purchase the entire equity interests of the SEs from the nominees. In
addition, the nominees transferred to the Company all the voting power over the financial and operating policies of the SEs as well as all the economic benefits received from the SEs.

In order to effectively control the SEs, the subsidiaries of the Company has entered into exclusive business cooperation agreements and
supplementary agreements with the SEs, which entitle the subsidiaries of the Company to receive a majority of SEs residual returns. The paid-in capital of the SEs was funded by the Company through long-term loans to the nominees. As a security
for such loans, the nominees have pledged their interests in the SEs to the subsidiaries of the Company. In addition to the aforesaid agreements, the nominees have agreed not to transfer the equity interests, or place or permit the existence of any
security interest or other encumbrance that affects the Companys rights and interests in the SEs, without the prior written consent of the Company.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.1 | Basis of preparation (continued)
|--- | --------------------------------



Basis of consolidation (continued)



Based on these contractual arrangements, the Company believes that the SEs are considered
structured entities under IFRS 10 Consolidated Financial Statements (IFRS 10) and the SEs are consolidated under IFRS 10 as the SEs are controlled by the Company, even when the Company directly owns none of the voting
shares of the SEs.

Based on the advice of Han Kun Law Offices, the Groups PRC legal counsel, the corporate structure and contractual
arrangements of the SEs and PRC subsidiaries are in compliance with all existing PRC laws and regulations. Therefore, in the opinion of management, (i) the ownership structure of the Company, Bitauto HK, PRC subsidiaries and the SEs are in
compliance with existing PRC laws and regulations; (ii) the contractual arrangements with the SEs and their nominee shareholders are valid and binding, and will not result in any violation of PRC laws or regulations currently in effect; and
(iii) the Groups business operations are in compliance with existing PRC law and regulations in all material respects.

Accordingly, all SEs are consolidated by the Company.

The consolidated financial statements comprise the financial statements of the Company, its subsidiaries and its SEs for the years ended
December 31, 2013, 2014 and 2015.

The Company re-assesses whether or not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of control. Consolidation of a subsidiary or SE begins when the Company obtains control over the subsidiary or SE and ceases when the Company loses control of the subsidiary or SE. Assets,
liabilities, income and expenses of a subsidiary or SE acquired or disposed of during the year are included in the consolidated financial statements from the date the Company gains control until the date the Company ceases to control the subsidiary
or SE.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the
Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries and SEs to bring their accounting policies
into line with the Companys accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

The Company treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of
the Company. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the
adjustment to non-controlling interests and any consideration paid or received is recognized in a separate reserve within equity attributable to owners of the Company.

When the Company ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost,
with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any
amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Company had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other
comprehensive income are reclassified to profit or loss.

Details on the principal subsidiaries and SEs of the Company are disclosed in
Note 1  Corporate information.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.2 | Significant accounting judgments, estimates and assumptions
|--- | -----------------------------------------------------------

The preparation of the
Groups consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of
contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgments

In the process
of applying the Groups accounting policies, management has made the following judgment, which has the most significant effect on the amounts recognized in the consolidated financial statements:

Cash-generating unit (CGU) for goodwill impairment testing

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief
operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer of the Group. Until December 31, 2014, the Group managed its business
in four segments, namely, bitauto.com business, EP platform business, taoche.com business and digital marketing solutions business. Starting from January 1, 2015, in order to better reflect the structure of business, management started to
oversee and monitor its business in three segments, namely advertising business, EP platform business and digital marketing solutions business. Advertising revenue and dealer subscription revenue from taoche.com business were reported under
advertising business and EP platform business, respectively.

The Bitcar, Target Net, Beijing Runlin and other legal entities belonging to
EP platform business were expected to benefit from the synergies of the acquisitions of Target Net and Beijing Runlin. The goodwill of Target Net and Beijing Runlin was allocated entirely to the EP platform business segment. Work It Out Jor Limited
(Work It Out) and other legal entities belonging to digital marketing solutions segment were expected to benefit from the synergies of the acquisition of Work It Out. The goodwill of Work It Out was allocated entirely to the digital
marketing solutions segment. Based on the above, the lowest level within the Group at which goodwill is monitored for internal management purposes is the business segment level. Therefore, goodwill impairment was tested at the business segment level
as of December 31, 2015.

Foreign currencies

The Groups presentation currency is the RMB. The Company, its subsidiaries and the SEs individually determine their functional currency
and items included in the financial statements of each entity are measured using that functional currency. The functional currencies of the Company and its wholly owned subsidiaries outside China are the U.S. dollar (US$) and the Hong
Kong dollar (HKD), and the functional currency of PRC subsidiaries and the SEs is the RMB. Since the Groups operations are primarily denominated in the RMB, the Group has chosen the RMB as the presentation currency for the
consolidated financial statements.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.2 | Significant accounting judgments, estimates and assumptions (continued)
|--- | -----------------------------------------------------------------------



Estimates and assumptions



| | a. | Impairment of trade receivables
| | -- | -------------------------------

The Group recognizes a provision for bad debts associated with
its trade receivables in accordance with the accounting policy stated in Note 2.3. The Group has made judgments based on the age of the trade receivables and the customer specific credit risk in relation to the impairment of the trade receivable
balances, which include the incurrence of losses, and amounts expected to be recovered in respect of any impaired trade receivables. As of December 31, 2014 and 2015, the provision for bad debts amounted to RMB37,699,159 and RMB46,441,300,
respectively.



| | b. | Impairment of non-financial assets
| | -- | ----------------------------------

The Group assesses whether there are any indicators of
impairment for all non-financial assets at each reporting date. Goodwill and other indefinite life intangible assets are tested for impairment annually and at other times when such indicators exist. Other non-financial assets are tested for
impairment when there are indicators that the carrying amounts may not be recoverable.

When value in use calculations are undertaken,
management must estimate the expected future cash flows from the asset or cash generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.

Further details are set out in Note 11.



| | c. | Share-based payment
| | -- | -------------------

The Company measures the cost of equity-settled transactions with
employees by reference to the fair value of the equity instruments on the grant date.

The Company measures the cost of equity-settled
transactions with non-employees by reference to the fair value of the goods or services received at the date at which the services are rendered to the Company, and only on the fair value of the equity instruments if the fair value of the goods and
services cannot be reliably estimated.

Estimating fair value requires determining the most appropriate valuation model, which is dependent
on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including volatility and dividend yield and making assumptions about them. The assumptions and models used are
disclosed in Note 18.



| | d. | Deferred tax assets
| | -- | -------------------

Deferred tax assets are recognized for unused tax losses and other
deductible temporary differences to the extent it is probable that taxable profit will be available against which the losses and other deductible temporary differences can be recognized. Significant management estimates are required to determine the
amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies. Further details are set out in Note 7.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.2 | Significant accounting judgments, estimates and assumptions (continued)
|--- | -----------------------------------------------------------------------



Estimates and assumptions (continued)



| | e. | Fair value measurement and impairment of other financial assets
| | -- | ---------------------------------------------------------------

As the fair values of
financial assets at fair value through profit or loss and available-for-sale financial assets recorded in the consolidated statements of financial position cannot be derived from active markets, they are determined using valuation techniques.

The major inputs to the valuation models for the assessment of the fair value of other financial assets are taken from observable markets where
possible, but where this is not feasible, a degree of judgment is required in establishing the fair values. Changes in assumptions about these factors could affect the reported fair values of the financial instruments. For available-for-sale
financial assets, the Group assesses at each reporting date whether there is objective evidence that an investment or a group of investments is impaired. Further details are set out in Note 19.1.



| | f. | Property, plant and equipment and intangible assets - estimated useful lives and residual values
| | -- | ------------------------------------------------------------------------------------------------

The Group determines the estimated useful lives and residual values (if applicable) and consequently related depreciation/amortization charges
for its property, plant and equipment and intangible assets. These estimates are based on the historical experience of the actual useful lives of property, plant and equipment of similar nature and functions, or based on value-in-use calculations or
market valuations according to the estimated periods that the Group intends to derive future economic benefits from the use of intangible assets. Management will increase the depreciation/amortization charge where useful lives are less than
previously estimated lives, and it will write off or write down technically obsolete or non-strategic assets that have been abandoned or sold.

Actual economic lives may differ from estimated useful lives; and actual residual values may differ from estimated residual values. Periodic
review could result in a change in depreciable lives and residual values and therefore depreciation/amortization expense in future periods.



| | g. | Fair value measurement of convertible preference shares
| | -- | -------------------------------------------------------

As the fair values of the convertible
preference shares recorded in the consolidated statements of financial position cannot be derived from active markets, they are determined using valuation techniques.

The major inputs to the valuation model for the assessment of the fair values of convertible preference shares are the enterprise valuation,
expected volatility of the entitys share price and the discount rate. The enterprise valuation is assessed based on the discounted cash flows model. The inputs to these models are taken from observable markets where possible, but where this is
not feasible, a degree of judgment is required in establishing the fair values. Changes in assumptions about these factors could affect the reported fair values of the financial instruments. The assumptions and models used are further disclosed in
Note 19.3.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies
|--- | ------------------------------------------

Business Combinations and Goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the
consideration transferred, measured at acquisition date fair value, and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair
value or at the proportionate share of the acquirees identifiable net assets. Acquisition costs incurred are expensed.

The
identifiable assets acquired and liabilities assumed are measured at their acquisition-date fair values, which are the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date under current market conditions. The Group determines the fair value for non-financial assets by considering the highest and best use of the asset from the perspective of market participants.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and pertinent conditions as of the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the previously held equity interest is remeasured at its acquisition date fair value and any
resulting gain or loss is recognized in profit and loss.

Any contingent consideration to be transferred by the acquirer will be recognized
at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognized in accordance with IAS 39 Financial Instruments: Recognition and
Measurement (IAS 39)either in profit or loss or as change to other comprehensive income. If the contingent consideration is classified as equity, it shall not be remeasured. Subsequent settlement is accounted for within
equity. In instances where the contingent consideration is not within the scope of IAS 39, it is measured in accordance with the appropriate IFRS.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for
non-controlling interest over the Groups net identifiable assets acquired and liabilities assumed. If the aggregate consideration is lower than the fair value of the net assets acquired, the gain is recognized in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill
acquired in a business combination is, from the acquisition date, allocated to each of the Groups CGUs that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those
units.

Where goodwill forms part of a CGU and part of the operation within that unit is disposed of, the goodwill associated with the
disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed in this circumstance is measured based on the relative values of the disposed operation and the
portion of the CGU retained.

When the initial accounting for a business combination is determined provisionally, any adjustments to the
provisional values allocated to the identifiable assets and liabilities (and contingent liabilities, if relevant) are made within the measurement period, a period of no more than one year from the acquisition date.

When the initial allocation of goodwill to a CGU was determined provisionally, any adjustments to the provisional values allocated to the CGU
are made before the end of the first annual period beginning after the acquisition date.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial
and operating policy decisions of the equity investee, but is not control or joint control over those policies.

A joint venture is a type
of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions
about the relevant activities require unanimous consent of the parties sharing control.

The considerations made in determining significant
influence or joint control are similar to those necessary to determine control over subsidiaries.

The Groups investments in its
associates and joint ventures are accounted for using the equity method.

Under the equity method, the investments accounted for using
equity method are carried at cost plus post acquisition changes in the Groups share of net assets of the equity investees. Goodwill relating to the equity investees is included in the carrying amount of the investment and is neither amortized
nor individually tested for impairment.

The consolidated statements of comprehensive income reflect the Groups share of the results
of operations of the equity investees. Any change in OCI of those equity investees is presented as part of the Groups OCI. Unrealized gains and losses resulting from transactions between the Group and the equity investees are eliminated to the
extent of the interest in the equity investees.

The financial statements of the equity investees are prepared for the same reporting
period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After
application of the equity method, the Group determines whether it is necessary to recognize an additional impairment loss on its investments accounted for using equity method. The Group determines at each reporting date whether there is any
objective evidence that the investments accounted for using equity method are impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the equity investee and its carrying value
and recognizes the amount in profit or loss in the consolidated statements of comprehensive income.

Upon loss of significant influence or
joint control over the equity investees respectively, the Group measures and recognizes any retained investment at its fair value. Any difference between the carrying amount of the equity investees upon loss of significant influence or joint control
and the fair value of the retained investment and proceeds from disposal is recognized in profit or loss.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Investments in preference shares

The Group made certain investments in form of preference shares issued by equity investees. Those investments are accounted for under IAS 39.
The Group classifies the host contract of the preference shares interests as available-for-sale financial assets, which are measured at fair value with the changes recorded in the other comprehensive income, and bifurcating embedded derivatives that
not closely related to the economic characteristics and risks of the host contract. The derivatives are measured at fair value with the changes recorded in profit or loss.

In addition, the Group made certain investments in form of common shares with contingent redemption right, liquidation preference or dividend
right not available to other common shareholders. Those investments are not considered in-substance common shares and accounted for under IAS 39 in a way similar to investment in preference shares mentioned above.

From time to time, the rights on certain investments in which the Group has significant influence were modified with new rounds of financing.
These modifications may be additions or removals of certain preferential rights. As a result of such modification, these equity investments, which were accounted for using equity method, were reclassified as investments accounted for under IAS 39,
or vice versa. The carrying amount of the investments were remeasured upon the reclassification and a deemed disposal gain or loss was recognized.

See Initial recognition and subsequent measurement of financial assets for details.

Fair value measurement

The Groups management determines the policies and procedures for fair value measurements.

Independent appraisers are involved for valuation of significant assets and liabilities, such as financial assets/ liabilities at fair value
through profit or loss and available-for-sale financial assets. Selection criteria of the independent appraisers include market knowledge, reputation, independence and whether professional standards are maintained. The Groups management
decides, after discussions with the Groups independent appraisers, which valuation techniques and inputs to use for each case.

At
each reporting date, management analyzes the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Groups accounting policies. For this analysis, management verifies the major inputs
applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

Management, in conjunction with the Groups independent appraiser, also compares significant changes in the fair value of each asset and
liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the
Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained in Note 19.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Foreign currencies

The Groups presentation currency is the RMB. The Company, its subsidiaries and the SEs individually determine their functional currency
and items included in the financial statements of each entity are measured using that functional currency. The functional currencies of the Company and its wholly owned subsidiaries outside China are the US$ and the HKD, and the functional currency
of PRC subsidiaries and the SEs is the RMB. Since the Groups operations are primarily denominated in the RMB, the Group has chosen the RMB as the presentation currency for the consolidated financial statements.

Transactions in foreign currencies are initially recorded by the entities within the Group at their respective functional currency spot rates
at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional
currency spot rates of exchange ruling at the reporting date.

Non-monetary items that are measured in terms of historical cost in a
foreign currency are translated using the exchange rates as of the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is
determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of gain or loss on change in fair value of the item (i.e., translation differences on items whose fair value
gain or loss is recognized in other comprehensive income or profit or loss are also recognized in other comprehensive income or profit or loss, respectively).

The assets and liabilities of entities that have a functional currency that is different from the presentation currency are translated into the
RMB at the rates of exchange prevailing at the reporting date and their statements of comprehensive income are translated at average exchange rates during each accounting period. The exchange differences arising on the translation are recognized in
other comprehensive income. On disposal of a foreign entity, the component of other comprehensive income relating to that particular entity is recognized in profit or loss.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. The cost of an item of property,
plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally
charged to the consolidated statements of comprehensive income in the period in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be
obtained from the use of an item of property, plant and equipment, and where the cost of the item can be measured reliably, the expenditure is capitalized as an additional cost of that asset or as a replacement.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:



|                       |  |                                                                                          
|---------------------- |  | -----------------------------------------------------------------------------------------
|                       |  | Estimated useful life                                                                    
|Computers and servers  |  | 3  5 years                                                                              
|Motor vehicles         |  | 5 years                                                                                  
|Furniture and fixtures |  | 5 years                                                                                  
|Leasehold improvements |  | over the shorter of the remaining lease terms or
the estimated useful lives of the assets

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are
expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of
comprehensive income when the asset is derecognized.

The assets residual values, useful lives and methods of depreciation are
reviewed at least at each financial year end, and adjusted prospectively, if appropriate.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business
combination is its fair value as of the date of acquisition. Following initial recognition, intangible assets with finite lives are carried at cost less any accumulated amortization and any accumulated impairment losses. Internally generated
intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit and loss in the period in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.



|                                  |  |                       |                 |  |                                  |         
|--------------------------------- |  | --------------------- | --------------- |  | -------------------------------- | --------
|                                  |  | Estimated useful life |                 |  | Internally generated or acquired
|Purchased software                |  |                       | 5  10 years    |  |                                  | Acquired
|Digital Sales Assistant system    |  |                       | 10 years        |  |                                  | Acquired
|Trademark and lifetime membership |  |                       | Indefinite      |  |                                  | Acquired
|Domain names                      |  |                       | 10 years        |  |                                  | Acquired
|Contract backlog                  |  |                       | 1.1  2 years   |  |                                  | Acquired
|Brand name                        |  |                       | 15.25 years     |  |                                  | Acquired
|Customer relationship             |  |                       | 6  15.25 years |  |                                  | Acquired
|Business Cooperation              |  |                       | 5 years         |  |                                  | Acquired
|Others                            |  |                       | 5 years         |  |                                  | Acquired

Intangible assets with finite lives are amortized over the useful economic life on straight line basis and
assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year
end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and treated as changes in accounting
estimates. The amortization expense on intangible assets with finite lives is recognized in profit or loss in the expense category consistent with the function of the intangible asset.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the CGU
level. The assessment of indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis.

The trademark and lifetime membership acquired may be used indefinitely without significant costs of renewal. The expected cash flows
generated from the trademark and lifetime membership are for an indefinite period. As a result, the trademark and lifetime membership are assessed as having an indefinite useful life.

An item of intangible assets is derecognized on disposal or when no future economic benefits are expected from its use or disposal. Gains or
losses arising from derecognition (that is, on disposal or retirement from use) of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when
the asset is derecognized.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Impairment of non-financial assets other than goodwill and intangible assets with
indefinite lives

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Group estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or CGUs fair value less costs to sell
and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Impairment losses are recognized in
the consolidated statements of comprehensive income in expense categories consistent with the function of the impaired asset.

For assets
excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such an indication exists, the Group estimates the
assets or CGUs recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the assets recoverable amount since the last impairment loss was
recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the
asset in prior years.

Impairment of goodwill and intangible assets with indefinite lives

Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired.

Impairment is determined for goodwill by assessing the recoverable amount of the CGU, to which the goodwill relates. When the recoverable
amount of the CGU is less than the carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill are not reversible in future periods.

Intangible assets with indefinite useful lives are tested for impairment annually at the CGU level, as appropriate, and when circumstances
indicate that the carrying value may be impaired.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Trade receivables

Trade receivables are amounts due from customers for services performed or merchandise sold in the ordinary course of business. If collection
of trade is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all
amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization, and default or delinquency in payments are considered
indicators that the trade receivable is impaired. The amount of the provision is the difference between the assets carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash
flows relating to short-term receivables are discounted if the effect of discounting is material. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognized in profit or loss. When a
trade receivable is uncollectible, it is written-off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written-off are recognized as income in profit or loss.

Bills receivables

Bills
receivables represent short-term notes receivables issued by reputable financial institutions that entitle the Group to receive the full face amount from the financial institutions at maturity, which generally range from three to six months from the
date of issuance. At the time of sale of the bills receivables to the banks, the risks and rewards relating to the bills receivables are substantially transferred to the banks. Accordingly, bills receivables are de-recognized, and a discount equal
to the difference between the carrying value of the bills receivables and cash received is recorded in the consolidated statement of comprehensive income.

Inventories

Inventories
are valued at the lower of cost and net realizable value. Cost is determined using the specific identification method. The cost comprises purchase cost and any other direct costs. Net realizable value is the estimated selling price in the ordinary
course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

Cash and cash equivalents

Cash and cash equivalents in the consolidated statements of financial position comprise cash at banks and on hand and cash equivalents
with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the
consolidated statements of cash flow, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Time deposits

Time deposits comprise highly liquid investments with original maturities of greater than three months, but less than twelve months.

Restricted cash

Cash
that is restricted as to withdrawal for use or pledged as security is reported separately on the face of the consolidated statement of financial position, and is not included in the total cash and cash equivalents in the consolidated statements of
cash flows. Restricted cash is mainly pledged for short-term loan.

Convertible preference shares

The convertible preference shares of a subsidiary contain conversion features and redemption features that are embedded derivatives. The Group
designated the convertible preference shares in their entirety as financial liabilities at the fair value through profit or loss.

Trade payables

Trade
payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal
operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Interest-bearing borrowings

Interest-bearing borrowings are all bank loans, which are classified as current liabilities unless the group has an unconditional
right to defer settlement of the liability for at least 12 months after the end of the reporting period.

All borrowing costs are
recognized in profit or loss in the period in which they are incurred.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Initial recognition and subsequent measurement of financial assets

The Group classifies its financial assets in the following categories: loans and receivables, at fair value through profit or loss, and
available-for-sale financial assets. The Group determines the classification of its financial assets at initial recognition.

All financial
assets are recognized initially at fair value plus transaction costs, except in the case of financial assets recorded at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognized at
fair value and transaction costs are expensed in profit or loss. Regular purchases and sales of financial assets are recognized on the trade-date, the date on which the Group commits to purchase or sell the asset.

The subsequent measurement of financial assets depends on their classification as follows:

Loans and receivables

Trade and bills receivables, others receivables and due from related parties, which are categorized as loans and receivables, are subsequently
measured at amortized cost, to the extent that the effect of discounting is material, using the effective interest rate method, less provision for impairment.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading. Financial assets are classified as held for
trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including warrants and separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging
instruments as defined by IAS 39.

Financial assets at fair value through profit or loss are carried in the consolidated statement of
financial position at fair value with changes in fair value recognized in profit or loss.

Derivatives embedded in host contracts are
accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value through
profit or loss. These embedded derivatives associated with the financial assets discussed in Note 19.1 are measured at fair value with changes in fair value recognized in profit or loss. Dividend or interest income, if any, from financial assets at
fair value through profit or loss is recognized in profit or loss as part of other income when the Groups right to receive payments is established.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Initial recognition and subsequent measurement of financial assets (continued)



Available-for-sale financial assets

Available-for-sale financial assets are mainly investments in preference shares. Investments in preference shares classified as available for
sale are those that are neither classified as held for trading nor designated at fair value through profit or loss.

After initial
measurement, available-for-sale financial assets are subsequently measured at fair value with unrealized gains or losses recognized as other comprehensive income in the available-for-sale financial assets reserve until the investments are
derecognized, at which time the cumulative gain or loss is recognized in profit or loss, or the investments are determined to be impaired, when the cumulative loss is reclassified from the available-for-sale financial assets reserve to profit or
loss. The cumulative loss is measured as the difference between the acquisition cost and the current fair value, less impairment losses. Impairment losses on equity investments are not reversed through profit or loss; increases in their fair value
after impairment are recognized directly in other comprehensive income.

For available-for-sale financial assets, the Group assesses at
each reporting date whether there is objective evidence that an investment or a group of investments is impaired. In the case of equity investments classified as available-for-sale, objective evidence would include a significant or prolonged decline
in the fair value of the investment below its cost. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment
loss on that financial asset previously recognized in profit or loss - is removed from other comprehensive income and recognized in profit or loss. Impairment losses recognized in profit or loss on equity instruments are not reversed through profit
or loss.

Initial recognition and subsequent measurement of financial liabilities

The Groups financial liabilities mainly include trade and other payables, interest-bearing borrowings and convertible preference shares.
The Group determines the classification of its financial liabilities at initial recognition.

All financial liabilities are recognized
initially at fair value and, in the case of loans and borrowings, plus directly attributable transaction costs.

Borrowings are carried
subsequently at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the consolidated statement of comprehensive income over the period of the borrowings using the effective
interest method.

Changes in fair value of convertible preference shares are recognized in profit or loss.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Derecognition of financial assets and liabilities

Financial assets

A
financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognized when:



| |  |  | the rights to receive cash flows from the asset have expired;
| | - |  | -------------------------------------------------------------



| |  |  | the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a pass through arrangement; or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred control of the asset.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing
liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or
loss.

Employee Benefits - PRC contribution scheme

Full-time employees of the Group in the PRC participate in a government mandated contribution scheme pursuant to which certain pension
benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the Group makes contributions to the government for these benefits based on certain
percentages of the employees salaries. The Group has no legal or constructive obligations for further contributions if the fund does not hold sufficient assets to pay all employees the benefit relating to their current and past services. The
total expenses for the scheme were RMB73,872,937, RMB97,974,066 and RMB178,188,879 for the years ended December 31, 2013, 2014 and 2015, respectively.

Treasury shares

The
Companys equity instruments that are reacquired are recognized at cost and deducted from equity as treasury shares. No gain or loss is recognized in the consolidated statements of comprehensive income on the purchase, sale, issue or
cancellation of the Companys equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognized in share premium. Voting rights related to treasury shares are nullified for the Group and no
dividends are allocated to them.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Share-based compensation transactions

Employees (including senior executives and directors) and non-employees of the Group receive remuneration in the form of share-based payment
transactions, whereby individuals above render services as consideration for equity instruments (equity-settled transactions). When the Group grants an award that vest in installments, or graded vesting, each installment or vesting
tranche is treated as a separate award.

The cost of equity-settled transactions with employees is measured by reference to the fair value
at the date on which they are granted. The cost of equity-settled transactions with employees is recognized, together with a corresponding increase in equity, and presented as employee equity benefit reserve, over the period in which the performance
and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has passed and the Groups best estimate of
the number of equity instruments that will ultimately vest. The expense or credit recognized in profit or loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.

No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a
market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance conditions are satisfied.

Where the terms of an equity-settled transaction are modified, the minimum expense recognized is the expense as if the terms had not been
modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transactions, or is otherwise beneficial to the employee as measured at the
date of modification.

Where an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any
expense not yet recognized for the award is recognized immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if
they were a modification of the original award, as described in the previous paragraph.

Non-employee equity-settled transactions are
generally accounted for in the same manner as employee equity-settled transactions except for the measurement date and measurement basis of the expense. Non-employee costs are measured and recognized at the service date, which is the date when goods
or services are rendered to the Group. This implies that, where the goods or services are received on a number of dates over a period, the fair value at each date should be used. Therefore, at each date the non-employee provides service, the fair
value needs to be calculated and recorded as an expense with a corresponding increase in equity. The measurement basis of the expense is the fair value of the goods or services received by the Group, and only on the fair value of the equity
instruments if, the fair value of the goods and services cannot be reliably estimated.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date. The
arrangement is assessed for whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Where the Group is a lessee and a significant portion of the risks and rewards of ownership are retained by the lessor, the lease is
classified as an operating lease. Operating lease payments are recognized as an expense in profit or loss on the straight-line basis over the lease term.

Where the Group is a lessor and the Group does not transfer substantially all the risks and benefits of ownership of an asset, the lease is
classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are
recognized as revenue in the period in which they are earned.

Where the Group is a lessee and the Group has substantially all the risks
and rewards of ownership, the lease is classified as finance leases. Finance leases are capitalized at the leases inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The
corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the profit or loss over the
lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the assets useful life or over
the shorter of the assets useful life and the lease term if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term.

Where the Group is a lessor and the Group transfers substantially all the risks and rewards of ownership to the lessee, the lease is classified
as finance leases. The leased property held should be presented as a receivable at an amount equal to the net investment in the lease. The finance lease income is recognized over the lease period on a systematic and rational basis so as to produce a
constant periodic rate of return on the net investment in the finance lease.

Government grants

Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be
complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is
recognized as income in equal amounts over the expected useful life of the related asset.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Revenue recognition

When the outcome of a transaction involving the rendering of services can be estimated reliably, revenue associated with the transaction shall
be recognized by reference to the stage of completion of the transaction at the end of the reporting period. The outcome of a transaction can be estimated reliably when all the following conditions are satisfied: (i) the amount of revenue can
be measured reliably; (ii) it is probable that the economic benefits associated with the transaction will flow to the Group; (iii) the stage of completion of the transaction at the end of the reporting period can be measured reliably; and
(iv) the costs incurred for the transaction and the costs to complete the transaction can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable. The Group assesses its revenue arrangements
against specific criteria in order to determine if it is acting as principal or agent. Value added tax is deducted from revenues.

The
Group enters into transactions that may include website design, set-up, and maintenance services, and customer relationship management (CRM) services. The commercial effect of each separately identifiable component of the transaction is
evaluated in order to reflect the substance of the transaction. The consideration from these transactions is allocated to each separately identifiable component based on the relative fair value of each component. The Group determines the fair value
of each component based on the selling price of the component if sold separately by the Group. The consideration allocated to each component is recognized as revenue when the revenue recognition criteria for that component have been met. The
following specific recognition criteria must also be met before revenue is recognized:



| | (a) | Advertising services
| | --- | --------------------

Revenue from advertising services is recognized when the
advertisements are published over the stated display period, and when the collectability is reasonably assured. The Group also organizes promotional events to help customers to promote their products. The Group recognizes revenue from organizing
promotional events when the services have been rendered, and the collectability is reasonably assured. Revenues from advertising services are reported at a gross amount.



| | (b) | Dealer subscription and listing services
| | --- | ----------------------------------------

The Group provides web-based and mobile-based
integrated digital marketing solutions to automobile customers in China. The Group makes available throughout the subscription or listing period a proprietary platform linked to its website or media vendors websites where automobile customers
can manage their customer relationships, and publish information, such as the pricing of their automobiles, locations and addresses and other related information. The revenue is recognized on a straight-line basis over the subscription or listing
period. Additionally, the Group provides customer relationship management services. The revenue is recognized when the services have been rendered and the collectability is reasonably assured. Revenues from dealer subscription and listing services
are reported at a gross amount.

The Group invoices its customers based on the payment terms stipulated in the executed subscription
agreements, which generally ranges from several months to one year. The Group records amounts received prior to revenue recognition in advances from customers, which is included in the other payables and accruals line item in the Groups
consolidated statements of financial position.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Revenue recognition (continued)



| | (b) | Dealer subscription and listing services (continued)
| | --- | ----------------------------------------------------



The Group provides automobile financial leasing services on its online automotive financial
platform. Revenue is recognized attributable to finance leases over the lease period on a systematic and rational basis so as to produce a constant periodic rate of return on the net investment in the finance lease. The Group also recognizes
commission-based fees for the provision of other transaction services.



| | (c) | Agent services
| | --- | --------------

The Group receives commissions for assisting customers in placing
advertisements on media vendor websites (advertising agent services). The net commission revenue from advertising agent services is recognized when the advertisements are published over the stated display period, and when the
collectability is reasonably assured. The Group also receives performance-based rebates from the media vendors, equal to a percentage of the purchase price for qualifying advertising space purchased and utilized by the customers the Group
represents. Revenue is recognized when the amounts of these performance-based rebates are probable and reasonably estimable. The Group also provides other services to assist customers, such as, project based services including public relations and
marketing campaign, website design, setup and maintenance services. The Group recognizes project based services revenue when the services have been rendered, and the collectability is reasonably assured. Revenue from development services is
recognized when the services have been rendered, which is once the design and setup of the website is complete, and the collectability is reasonably assured. Revenue for maintenance services is recognized ratably over the contract period.

Cost of revenue

Cost of
revenue mainly includes fees paid to the Groups business partners to distribute the dealer customers automobile pricing and promotional information, bandwidth leasing fees, salaries and benefits for employees directly involved in revenue
generation activities, direct service cost, depreciation and amortization of assets, and turnover taxes and related surcharges. Among which, salaries and benefits was amounting to RMB88,789,041 (2014: RMB78,584,667, 2013: RMB52,592,685), and
depreciation and amortization was amounting to RMB40,265,379 (2014: RMB15,241,061, 2013: RMB9,197,414).

Product development expenses

Expenditure on product development research is expensed as incurred. Included in the product development expenses, salaries and
benefits was amounting to RMB245,785,933 (2014: RMB119,847,700, 2013: RMB78,932,664), and depreciation and amortization was amounting to RMB17,318,419 (2014: RMB14,860,726, 2013: RMB7,205,659).



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Taxes

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to
the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Group operates and generates taxable income.

Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statements of
comprehensive income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation or uncertainty exists related to the sustainability of such
positions taken and establishes provisions where appropriate.

Deferred tax

Deferred income tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary
differences, except:



| |  |  | where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit (tax loss);
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it
is probable that the temporary differences will not reverse in the foreseeable future.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Deferred tax assets are recognized
for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of
unused tax credits and unused tax losses can be utilized, except:



| |  |  | when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable
that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.3 | Summary of significant accounting policies (continued)
|--- | ------------------------------------------------------



Taxes (continued)



Deferred tax (continued)



The carrying amount of deferred income tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are
recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is recovered or the
liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Income tax
relating to item recognized outside profit or loss is recognized outside profit or loss. Income tax relating to an item accounted for directly in equity is recognized directly in equity.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against
current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Related
parties

A party is considered to be related to the Group if:



| | (a) | the party is a person or a close member of that persons family and that person:
| | --- | --------------------------------------------------------------------------------



| | (i) | has control, or joint control over the Group;
| | --- | ---------------------------------------------



| | (ii) | has significant influence over the Group; or
| | ---- | --------------------------------------------



| | (iii) | is a member of the key management personnel of the Group
| | ----- | --------------------------------------------------------

or



| | (b) | the party is an entity where any of the following conditions applies:
| | --- | ---------------------------------------------------------------------



| | (i) | the entity and the Group are members of the same group;
| | --- | -------------------------------------------------------



| | (ii) | the entity is an associate or joint venture of the Group, or vice versa;
| | ---- | ------------------------------------------------------------------------



| | (iii) | the entity and the Group are joint ventures of the same third party;
| | ----- | --------------------------------------------------------------------



| | (iv) | one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
| | ---- | ---------------------------------------------------------------------------------------------------------



| | (v) | the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group;
| | --- | --------------------------------------------------------------------------------------------------------------------------------



| | (vi) | the entity is controlled or jointly controlled by a person identified in (a); and
| | ---- | ---------------------------------------------------------------------------------



| | (vii) | a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|2.4 | Recent accounting pronouncements
|--- | --------------------------------

New Amendments to standards adopted by the Group

The following amendments to standards have been adopted by the Group for the first time for the financial year beginning on
January 1, 2015. The adoption of these amendments to standards does not have any significant impact on the consolidated financial statements of the Group.



| |  |  | IAS 19 (2011) (amendment) Defined benefit plans: employee contributions
| | - |  | -----------------------------------------------------------------------



| |  |  | IFRSs (amendment) Annual improvements to IFRSs 2010-2012 cycle and 2011-2013 cycle
| | - |  | ----------------------------------------------------------------------------------

New
standards and amendments to standards not yet adopted

A number of new standards and amendments to standards are not effective for
the financial year beginning January 1, 2015, and have not been early adopted by the Group in preparing the consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of
the Group, except the following:



| |  |  | IFRS 15 Revenue from contracts with customers deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and
uncertainty of revenue and cash flows arising from an entitys contracts with customers. Revenue is recognized when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good
or service. This standard replaces IAS 18 Revenue and IAS 11 Construction contracts and related interpretations. This standard is effective for annual periods beginning on or after January 1, 2018 and earlier adoption is
permitted.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | IFRS 9 Financial instruments addresses the classification, measurement and recognition of financial assets and financial liabilities. It replaces the guidance in IAS 39 that relates to the classification and
measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortized cost, fair value through other comprehensive income and fair value
through profit or loss. The basis of classification depends on the entitys business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through
profit or loss with the irrevocable option at inception to present changes in fair value in other comprehensive income not recycling. There is now a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39.
For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. IFRS 9 relaxes
the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the hedged ratio to be the same as the one
management actually use for risk management purposes. Contemporaneous documentation is still required but is different to that currently prepared under IAS 39. This standard is effective for annual periods beginning on or after January 1, 2018
and early adoption is permitted.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | IFRS 16 Lease requires lessees to recognize lease liability reflecting future lease payments and a right-of-use-asset for almost all lease contracts, with an exemption for certain short-term
leases and leases of low-value assets. This standard is effective for annual periods beginning on or after January 1, 2019. Early adoption is permitted if IFRS 15 is also applied.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Group is in the process of assessing the impact of the above new standards on the Groups results and financial position. There are no
other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|3. | Acquisitions and equity transactions
|-- | ------------------------------------

Acquisition of Work It Out

In March, 2014, the Group acquired 100% equity interest in Work It Out, a company incorporated in Hong Kong and specializing in the provision
of advertising services, to expand its advertising services.

Acquisition of additional interest in Target Net

In October, 2012, the Group acquired a 20% interest in Target Net, an unlisted entity based in PRC and involved in the provision of internet
information distribution services. In July, 2014, the Group acquired an additional 31% equity interest in Target Net, increasing its ownership interest to 51%. The Group acquired Target Net to expand its internet information distribution services.

This transaction was considered as a step acquisition under IFRS 3, Business Combinations. The Group recognized a gain of RMB53,581,440
and included in the gain from step acquisition arising from revaluation of previously held equity interest in the consolidated statements of comprehensive income for the year ended December 31, 2014.

Acquisition of Beijing Runlin

In October, 2014, the Group acquired 51% equity interest in Beijing Runlin, an unlisted entity based in PRC and involved in the provision of
solutions and applications to the CRM system to auto makers and dealers. The Group acquired Beijing Runlin to expand its CRM services.

The
fair values of the identifiable assets and liabilities as at the date of the acquisitions are summarized in the following table:



|                                              |  |                                      |              |  
|--------------------------------------------- |  | ------------------------------------ | ------------ | -
|                                              |  | Fair value recognized on
acquisition |             
|                                              |  | RMB                                  |             
|Cash and cash equivalents                     |  |                                      | 23,490,120   |  
|Property, plant and equipment                 |  |                                      | 2,089,446    |  
|Intangible assets                             |  |                                      | 214,333,393  |  
|Other assets                                  |  |                                      | 53,159,468   |  
|Current liabilities                           |  |                                      | (39,211,499  | )
|Deferred tax liabilities                      |  |                                      | (46,850,438  | )
|                                              |  |                                      |              |  
|Net assets                                    |  |                                      | 207,010,490  |  
|Non-controlling interests                     |  |                                      | (101,430,297 | )
|Goodwill arising on acquisitions              |  |                                      | 148,441,716  |  
|                                              |  |                                      |              |  
|Total considerations                          |  |                                      | 254,021,909  |  
|                                              |  |                                      |              |  
|Fair value of previously held equity interest |  |                                      | (61,629,400  | )
|Consideration settled by cash                 |  |                                      | (131,183,305 | )
|                                              |  |                                      |              |  
|Contingent considerations                     |  |                                      | 61,209,204   |  



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|3. | Acquisitions and equity transactions (continued)
|-- | ------------------------------------------------



Out of the total purchase consideration for acquiring Target Net, the Group will pay in
aggregate RMB50,000,000 contingent upon Target Net meeting certain revenue and net profit targets for the years of 2014 and 2015. The Group measured the liability at an estimated fair value of RMB45,525,600 as of the acquisition date, and remeasured
to its estimated fair value of RMB47,834,000 as of December 31, 2014 with the change recorded in earnings. In 2015, the Group paid out RMB20,000,000 contingent consideration based on operation results of Target Net for the year, and the
remaining contingent consideration was remeasured to RMB30,000,000 as of December 31, 2015. Further details are set out in Note 19.2.

Out of the total purchase consideration for acquiring Beijing Runlin, the Group will pay in aggregate RMB20,000,000 contingent upon Beijing
Runlin meeting certain revenue and net profit targets for the years from 2015 to 2017. The Group measured the liability at an estimated fair value of RMB15,683,604 as of the acquisition date, and remeasured to RMB16,030,731 as of December 31,
2014 with the change recorded in earnings. In 2015, the Group remeasured the contingent consideration to nil based on operation results of Beijing Runlin for the year and expected operation results for the following two years.

The goodwill of RMB148,441,716 represented expected synergies arising on acquisitions. The knowledge and expertise of employees is not
separable. Therefore, it does not meet the criteria for recognition as intangible asset under IAS 38. None of the goodwill recognized is expected to be deductible for income tax purposes.

The non-controlling interest has been recognized at the proportion of net assets acquired.

Acquisition of previous joint venture

In May 2014, the Group set up a joint venture with several leading Chinese automobile dealers or service providers, to develop the used car
business. The original registered capital of the joint venture was RMB100,000,000 and the Group contributed RMB20,000,000 to hold 20% equity interest pursuant to joint venture agreement. In May 2015, the shareholders of the entity agreed to reduce
the registered capital to RMB30,000,000, in which the capital contributed by other shareholders was reduced to RMB10,000,000 while the capital contributed by the Group remained. As a result, the Group held 66.67% equity interest of the entity and
obtained control. The fair value of the identifiable net assets as at the date of acquisition was approximately RMB30,000,000.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|3. | Acquisitions and equity transactions (continued)
|-- | ------------------------------------------------



Transaction with JD.com, Inc. (JD) and Tencent Holdings Limited
(Tencent)

On January 9, 2015, the Group entered into a share subscription agreement with JD.com, Inc. and JD.com
Global Investment Limited (collectively as JD), together with Dongting Lake Investment Limited, a special purpose vehicle of Tencent Holdings Limited (collectively as Tencent together with Tencent Holdings Limited). On the
same date, the Group entered into a business cooperation agreement with JD.com, Inc. Pursuant to share subscription agreement and business cooperation agreement, JD invested RMB2,450,920,000 and certain resources to the Group and Tencent invested
RMB919,095,000 to the Group.

As the consideration of the transaction, the Group issued 15,689,443 ordinary shares to JD, representing
approximately 25% of the then outstanding ordinary shares on a fully diluted basis and 2,046,106 ordinary shares to Tencent, representing approximately 3.3% of the then outstanding ordinary shares on a fully diluted basis, upon the closing of the
transaction on February 16, 2015.

Pursuant to the business cooperation agreement, the resources provided by JD include (a) an
exclusive right to operate JDs finished automobile business, which includes the sale of finished automobiles on JD Mall, Paipai.com, their respective mobile sites and JDs mobile applications, as well as the provision of advertising
services on JDs finished car channels, in mainland China, (b) traffic supports including traffic generating from and advertising display on JD website and mobile applications, (c) general business cooperation such as big data
capabilities and technology infrastructure. The term of the business cooperation is five years from April 9, 2015.

The general
business cooperation as above (c) is not recognized as a separate intangible asset because such provisions only set out the general principal for the cooperation between the Group and JD with no specific deliverables provided to the Group. The
amount recognized for the business cooperation agreement relates to the exclusive right to operate JDs finished automobile business as above (a) and traffic support as above (b). The fair value was established using two forms of the
income approach known as the excess earnings method and the cost saving method. The Group applied a discount rate of 16% for valuing the business cooperation agreement. The business cooperation is amortized on a straight-line basis over five years
from April 9, 2015.

At the year end of 2015, the Group recorded a write-down of assets amounting to RMB238,582,079 for the business
cooperation relating to resources to be provided through the channel of Paipai.com, as the Paipai.com business has been terminated by JD.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|4. | Investments accounted for using equity method
|-- | ---------------------------------------------

The Group used the equity method of
accounting to account for the investments in associates and joint ventures. The Group held equity interests ranging from 13.5% to 50% in equity method investments, majority of which are in auto and auto-related industries.

The following table illustrates the aggregate financial information of the Groups investments accounted for using equity method that are
not individually material:



|                                                                                       |  |      |           |  |      |  |            |      |  |  |             |  
|-------------------------------------------------------------------------------------- |  | ---- | --------- |  | ---- |  | ---------- | ---- |  |  | ----------- | -
|                                                                                       |  | 2013 |           |  | 2014 |  |            | 2015 | 
|                                                                                       |  | RMB  |           |  | RMB  |  |            | RMB  | 
|Share of profit/(loss) for the year                                                    |  |      | 1,737,568 |  |      |  | (1,341,336 | )    |  |  | (16,215,835 | )
|Share of total comprehensive income/(loss)                                             |  |      | 1,737,568 |  |      |  | (1,341,336 | )    |  |  | (16,215,835 | )
|Aggregate carrying amount of the Groups investments accounted for using equity
method |  |      | 7,756,167 |  |      |  | 87,914,371 |      |  |  | 183,638,147 |  

As of December 31, 2015, there was no material contingent liability relating to the Groups interests
in its investments accounted for using equity method, and the associates and the joint ventures themselves.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|5. | Revenue
|-- | -------



|                                         |  |      |               |  |      |  |               |      |  |  |               | 
|---------------------------------------- |  | ---- | ------------- |  | ---- |  | ------------- | ---- |  |  | ------------- | 
|                                         |  | 2013 |               |  | 2014 |  |               | 2015 | 
|                                         |  | RMB  |               |  | RMB  |  |               | RMB  | 
|Advertising services                     |  |      | 741,783,094   |  |      |  | 1,233,190,683 |      |  |  | 1,619,462,920 | 
|Dealer subscription and listing services |  |      | 491,849,069   |  |      |  | 870,712,582   |      |  |  | 1,935,558,694 | 
|Agent services                           |  |      | 205,700,201   |  |      |  | 355,034,759   |      |  |  | 456,532,128   | 
|                                         |  |      |               |  |      |  |               |      |  |  |               | 
|                                         |  |      | 1,439,332,364 |  |      |  | 2,458,938,024 |      |  |  | 4,011,553,742 | 
|                                         |  |      |               |  |      |  |               |      |  |  |               | 

For the year ended December 31, 2015, value added tax of RMB242,599,265 was deducted from revenues (2014:
RMB137,057,096; 2013: RMB71,569,638).



|6. | Profit before tax
|-- | -----------------

6.1 Selling and administrative expenses



|                              |  |      |             |  |      |  |               |      |  |  |               | 
|----------------------------- |  | ---- | ----------- |  | ---- |  | ------------- | ---- |  |  | ------------- | 
|                              |  | 2013 |             |  | 2014 |  |               | 2015 | 
|                              |  | RMB  |             |  | RMB  |  |               | RMB  | 
|Salaries and benefits         |  |      | 262,277,809 |  |      |  | 351,785,054   |      |  |  | 590,575,578   | 
|Depreciation and amortization |  |      | 25,742,437  |  |      |  | 29,174,482    |      |  |  | 512,673,577   | 
|Operating lease expenses      |  |      | 37,935,804  |  |      |  | 54,709,964    |      |  |  | 75,175,773    | 
|Share based payment           |  |      | 19,386,459  |  |      |  | 57,103,866    |      |  |  | 120,044,603   | 
|Office expenses               |  |      | 41,413,327  |  |      |  | 50,236,383    |      |  |  | 64,073,441    | 
|Provision for bad debts       |  |      | 10,348,662  |  |      |  | 13,896,878    |      |  |  | 8,930,719     | 
|Sales and marketing expenses  |  |      | 334,504,115 |  |      |  | 598,074,809   |      |  |  | 1,319,824,716 | 
|Write-down of assets          |  |      |            |  |      |  |              |      |  |  | 280,591,210   | 
|Others                        |  |      | 17,260,189  |  |      |  | 20,705,176    |      |  |  | 20,586,212    | 
|                              |  |      |             |  |      |  |               |      |  |  |               | 
|                              |  |      | 748,868,802 |  |      |  | 1,175,686,612 |      |  |  | 2,992,475,829 | 
|                              |  |      |             |  |      |  |               |      |  |  |               | 

6.2 Other gains/ (losses)



|                                                                 |  |      |            |   |      |  |             |      |  |  |            |  
|---------------------------------------------------------------- |  | ---- | ---------- | - | ---- |  | ----------- | ---- |  |  | ---------- | -
|                                                                 |  | 2013 |            |   | 2014 |  |             | 2015 | 
|                                                                 |  | RMB  |            |   | RMB  |  |             | RMB  | 
|Exchange gains/ (losses)                                         |  |      | 11,727,588 |   |      |  | (11,042,716 | )    |  |  | 30,743,818 |  
|(Losses)/gains on disposal of property, plant and equipment, net |  |      | (485,883   | ) |      |  | 501,176     |      |  |  | (1,779,353 | )
|Government grants                                                |  |      |           |   |      |  | 3,108,148   |      |  |  | 22,512,080 |  
|Impairment of available-for-sale financial assets                |  |      | (768,526   | ) |      |  |            |      |  |  |           |  
|Others                                                           |  |      | (4,946,517 | ) |      |  | (3,470,754  | )    |  |  | (8,387,989 | )
|                                                                 |  |      |            |   |      |  |             |      |  |  |            |  
|                                                                 |  |      | 5,526,662  |   |      |  | (10,904,146 | )    |  |  | 43,088,556 |  
|                                                                 |  |      |            |   |      |  |             |      |  |  |            |  



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|7. | Income tax expense
|-- | ------------------

The major components of income tax expense for the years ended
December 31, 2013, 2014 and 2015 are:



|                                                                                   |  |      |            |   |      |  |             |      |  |  |             |  
|---------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- |  | ----------- | ---- |  |  | ----------- | -
|                                                                                   |  | 2013 |            |   | 2014 |  |             | 2015 | 
|                                                                                   |  | RMB  |            |   | RMB  |  |             | RMB  | 
|Current income tax                                                                 |  |      |            |   |      |  |             |      |  |  |             |  
|Current income tax charge                                                          |  |      | 24,211,773 |   |      |  | 112,440,178 |      |  |  | 75,458,276  |  
|Deferred income tax                                                                |  |      |            |   |      |  |             |      |  |  |             |  
|Relating to operating loss                                                         |  |      | 4,060,687  |   |      |  | (4,465,386  | )    |  |  | (20,863,573 | )
|Relating to origination and reversal of temporary differences                      |  |      | (6,017,462 | ) |      |  | (10,331,640 | )    |  |  | 9,922,700   |  
|                                                                                   |  |      |            |   |      |  |             |      |  |  |             |  
|Income tax expense reported in the consolidated statements of comprehensive income |  |      | 22,254,998 |   |      |  | 97,643,152  |      |  |  | 64,517,403  |  
|                                                                                   |  |      |            |   |      |  |             |      |  |  |             |  

A reconciliation between income tax expense and the product of the accounting profit multiplied by the PRC tax
rate for the years ended December 31, 2013, 2014 and 2015 is as follows:



|                                                                                   |  |      |             |   |      |  |             |      |  |  |              |   
|---------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- |  | ----------- | ---- |  |  | ------------ | --
|                                                                                   |  | 2013 |             |   | 2014 |  |             | 2015 | 
|                                                                                   |  | RMB  |             |   | RMB  |  |             | RMB  | 
|Accounting profit before income tax                                                |  |      | 263,483,179 |   |      |  | 586,765,676 |      |  |  | (351,935,544 | ) 
|                                                                                   |  |      |             |   |      |  |             |      |  |  |              |   
|Tax at statutory tax rate of 25%                                                   |  |      | 65,870,795  |   |      |  | 146,691,419 |      |  |  | (87,983,886  | ) 
|Preferential tax rates for certain entities comprising the Group                   |  |      | (60,238,226 | ) |      |  | (59,421,593 | )    |  |  | (60,798,100  | ) 
|Effect of differing tax rates in different jurisdictions                           |  |      | 6,078,253   |   |      |  | 16,504,826  |      |  |  | 186,288,517  |   
|Utilization of previously unrecognized tax losses                                  |  |      |            |   |      |  | (7,777,937  | )    |  |  | (46,953      | ) 
|Non-taxable income                                                                 |  |      | (3,361,911  | ) |      |  | (14,171,094 | )    |  |  | (16,433,341  | ) 
|Non-deductible expenses                                                            |  |      | 11,569,482  |   |      |  | 14,939,962  |      |  |  | 27,599,500   |   
|Research and development expense additional deduction                              |  |      | (1,097,145  | ) |      |  | (500,705    | )    |  |  |             |   
|Lapse of statutory limitations                                                     |  |      |            |   |      |  | (1,252,510  | )    |  |  |             |   
|Effect on deferred tax of changes in tax rates                                     |  |      | (400,708    | ) |      |  |            |      |  |  |             |   
|Unrecognized tax losses                                                            |  |      | 3,870,428   |   |      |  | 2,630,784   |      |  |  | 15,520,928   |   
|Others                                                                             |  |      | (35,970     | ) |      |  |            |      |  |  | 370,738      |   
|                                                                                   |  |      |             |   |      |  |             |      |  |  |              |   
|                                                                                   |  |      | 22,254,998  |   |      |  | 97,643,152  |      |  |  | 64,517,403   |   
|                                                                                   |  |      |             |   |      |  |             |      |  |  |              |   
|Income tax expense reported in the consolidated statements of comprehensive income |  |      | 22,254,998  |   |      |  | 97,643,152  |      |  |  | 64,517,403   |   
|                                                                                   |  |      |             |   |      |  |             |      |  |  |              |   
|Effective income tax rate                                                          |  |      | 8.4         | % |      |  | 16.6        | %    |  |  | (18.3        | %)



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|7. | Income tax expense (continued)
|-- | ------------------------------



Deferred tax

Deferred tax as of December 31, 2014 and 2015, relates to the following:



|                                                              |  |                                               |             |   |                                                 |  |             |      |  |  |            |  |  |  |             |  
|------------------------------------------------------------- |  | --------------------------------------------- | ----------- | - | ----------------------------------------------- |  | ----------- | ---- |  |  | ---------- |  |  |  | ----------- | -
|                                                              |  | Consolidated statements
of financial position |             |   | Consolidated statements
of comprehensive income | 
|                                                              |  | 2014                                          |             |   | 2015                                            |  |             | 2014 |  |  | 2015       | 
|                                                              |  | RMB                                           |             |   | RMB                                             |  |             | RMB  |  |  | RMB        | 
|Deferred tax assets                                           |  |                                               |             |   |                                                 |  |             |      |  |  |            |  |  |  |             |  
|Amortization of intangible assets                             |  |                                               | 548,840     |   |                                                 |  | 618,417     |      |  |  | 79,784     |  |  |  | 69,577      |  
|Tax losses available for offset against future taxable income |  |                                               | 7,483,981   |   |                                                 |  | 28,347,554  |      |  |  | 4,465,386  |  |  |  | 20,863,573  |  
|Accrued wages and salaries                                    |  |                                               | 18,172,249  |   |                                                 |  |            |      |  |  | 6,904,242  |  |  |  | (18,172,249 | )
|                                                              |  |                                               |             |   |                                                 |  |             |      |  |  |            |  |  |  |             |  
|                                                              |  |                                               | 26,205,070  |   |                                                 |  | 28,965,971  |      |  |  | 11,449,412 |  |  |  | 2,760,901   |  
|                                                              |  |                                               |             |   |                                                 |  |             |      |  |  |            |  |  |  |             |  
|Deferred tax liabilities                                      |  |                                               |             |   |                                                 |  |             |      |  |  |            |  |  |  |             |  
|Intangible assets acquired in business combinations           |  |                                               | (48,535,845 | ) |                                                 |  | (40,355,873 | )    |  |  | 3,347,614  |  |  |  | 8,179,972   |  
|                                                              |  |                                               |             |   |                                                 |  |             |      |  |  |            |  |  |  |             |  
|                                                              |  |                                               | (48,535,845 | ) |                                                 |  | (40,355,873 | )    |  |  | 3,347,614  |  |  |  | 8,179,972   |  
|                                                              |  |                                               |             |   |                                                 |  |             |      |  |  |            |  |  |  |             |  
|Deferred tax expense                                          |  |                                               |             |   |                                                 |  |             |      |  |  | 14,797,026 |  |  |  | 10,940,873  |  
|                                                              |  |                                               |             |   |                                                 |  |             |      |  |  |            |  |  |  |             |  
|Deferred tax liabilities, net                                 |  |                                               | (22,330,775 | ) |                                                 |  | (11,389,902 | )    |  |  |            |  |  |  |             |  
|                                                              |  |                                               |             |   |                                                 |  |             |      |  |  |            |  |  |  |             |  

Reconciliation of deferred tax liabilities, net



|                                                           |  |      |             |   |      |  |             |  
|---------------------------------------------------------- |  | ---- | ----------- | - | ---- |  | ----------- | -
|                                                           |  | 2014 |             |   | 2015 | 
|                                                           |  | RMB  |             |   | RMB  | 
|Opening balance as of January 1                            |  |      | 7,202,208   |   |      |  | (22,330,775 | )
|Tax expense recognized in profit or loss during the period |  |      | 14,797,026  |   |      |  | 10,940,873  |  
|Deferred taxes, net acquired in a business combination     |  |      | (44,330,009 | ) |      |  |            |  
|                                                           |  |      |             |   |      |  |             |  
|Closing balance as of December 31                          |  |      | (22,330,775 | ) |      |  | (11,389,902 | )
|                                                           |  |      |             |   |      |  |             |  

As of December 31, 2015, the Group recognized deferred tax assets amounting RMB28,347,554 (2014:
RMB7,483,981; 2013: RMB866,518) for entities which suffered a loss in either the current or preceding year and the utilization of such deferred tax assets are dependent on future taxable profits which are based on the business forecasts after taking
into account of the latest business developments.

As of December 31, 2015, no deferred tax asset was recognized in respect of tax
losses carry forward amounting RMB64,385,241 (2014: RMB16,663,455; 2013: RMB39,603,340), of which RMB188,974, RMB971,041, RMB788,713, RMB921,984 and RMB61,514,529 would expire, if unused, by December 31, 2016, 2017, 2018, 2019 and 2020,
respectively.



F-42



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|7. | Income tax expense (continued)
|-- | ------------------------------



Deferred tax (continued)



The Group did not provide for deferred taxes on the undistributed earnings of its
subsidiaries and SEs as of December 31, 2014 and 2015 on the basis of its intent to reinvest the earnings. The Company is able to control the timing of the reversal of the temporary differences of its subsidiaries and SEs. The undistributed
earnings amounted to RMB1,002,163,912 and RMB1,474,603,788 as of December 31, 2014 and 2015, respectively. The majority of associates and joint ventures are established in the PRC and the related temporary differences for such investments will
be reversed through future distribution, which are nontaxable. The Company also does not intend to sell its interests in its associates and joint ventures. Therefore, management considered that it is probable that the temporary differences will not
be reversed in the foreseeable future. Determination of the amount of unrecognized deferred tax liabilities is not practicable.



|8. | Property, plant and equipment
|-- | -----------------------------



|                            |  |                      |             |   |                |  |              |                       |  |  |                       |   |  |       |            |   |  |  |              |  
|--------------------------- |  | -------------------- | ----------- | - | -------------- |  | ------------ | --------------------- |  |  | --------------------- | - |  | ----- | ---------- | - |  |  | ------------ | -
|                            |  | Computers andservers |             |   | Motor
vehicles |  |              | Furniture andfixtures |  |  | Leaseholdimprovements |   |  | Total |           
|                            |  | RMB                  |             |   | RMB            |  |              | RMB                   |  |  | RMB                   |   |  | RMB   |           
|Cost:                       |  |                      |             |   |                |  |              |                       |  |  |                       |   |  |       |            |   |  |  |              |  
|At January 1, 2014          |  |                      | 68,228,912  |   |                |  | 40,695,997   |                       |  |  | 1,643,094             |   |  |       | 32,826,302 |   |  |  | 143,394,305  |  
|Additions                   |  |                      | 26,176,338  |   |                |  | 48,962,697   |                       |  |  | 4,490,997             |   |  |       | 10,712,816 |   |  |  | 90,342,848   |  
|Disposals                   |  |                      | (2,281,296  | ) |                |  | (2,286,295   | )                     |  |  | (41,064               | ) |  |       | (1,132,484 | ) |  |  | (5,741,139   | )
|Acquisition of subsidiaries |  |                      | 28,786      |   |                |  | 661,703      |                       |  |  | 1,398,957             |   |  |       |           |   |  |  | 2,089,446    |  
|                            |  |                      |             |   |                |  |              |                       |  |  |                       |   |  |       |            |   |  |  |              |  
|At December 31, 2014        |  |                      | 92,152,740  |   |                |  | 88,034,102   |                       |  |  | 7,491,984             |   |  |       | 42,406,634 |   |  |  | 230,085,460  |  
|Additions                   |  |                      | 33,982,526  |   |                |  | 111,711,918  |                       |  |  | 637,650               |   |  |       | 42,602,948 |   |  |  | 188,935,042  |  
|Disposals and transfer out  |  |                      | (4,279,215  | ) |                |  | (161,005,457 | )                     |  |  | (317,301              | ) |  |       | (811,598   | ) |  |  | (166,413,571 | )
|Acquisition of subsidiaries |  |                      | 18,403      |   |                |  | 37,168       |                       |  |  | 197,727               |   |  |       | 542,642    |   |  |  | 795,940      |  
|                            |  |                      |             |   |                |  |              |                       |  |  |                       |   |  |       |            |   |  |  |              |  
|At December 31, 2015        |  |                      | 121,874,454 |   |                |  | 38,777,731   |                       |  |  | 8,010,060             |   |  |       | 84,740,626 |   |  |  | 253,402,871  |  
|                            |  |                      |             |   |                |  |              |                       |  |  |                       |   |  |       |            |   |  |  |              |  
|Accumulated depreciation:   |  |                      |             |   |                |  |              |                       |  |  |                       |   |  |       |            |   |  |  |              |  
|At January 1, 2014          |  |                      | 37,667,380  |   |                |  | 13,259,411   |                       |  |  | 988,030               |   |  |       | 16,643,031 |   |  |  | 68,557,852   |  
|Charge for the year         |  |                      | 15,298,845  |   |                |  | 10,027,470   |                       |  |  | 696,226               |   |  |       | 12,295,880 |   |  |  | 38,318,421   |  
|Disposals                   |  |                      | (2,190,969  | ) |                |  | (1,315,928   | )                     |  |  | (36,066               | ) |  |       | (1,125,850 | ) |  |  | (4,668,813   | )
|                            |  |                      |             |   |                |  |              |                       |  |  |                       |   |  |       |            |   |  |  |              |  
|At December 31, 2014        |  |                      | 50,775,256  |   |                |  | 21,970,953   |                       |  |  | 1,648,190             |   |  |       | 27,813,061 |   |  |  | 102,207,460  |  
|Charge for the year         |  |                      | 18,161,173  |   |                |  | 23,318,311   |                       |  |  | 1,372,780             |   |  |       | 12,606,599 |   |  |  | 55,458,863   |  
|Disposals and transfer out  |  |                      | (3,965,011  | ) |                |  | (23,923,150  | )                     |  |  | (47,667               | ) |  |       | (259,882   | ) |  |  | (28,195,710  | )
|                            |  |                      |             |   |                |  |              |                       |  |  |                       |   |  |       |            |   |  |  |              |  
|At December 31, 2015        |  |                      | 64,971,418  |   |                |  | 21,366,114   |                       |  |  | 2,973,303             |   |  |       | 40,159,778 |   |  |  | 129,470,613  |  
|                            |  |                      |             |   |                |  |              |                       |  |  |                       |   |  |       |            |   |  |  |              |  
|Net book value:             |  |                      |             |   |                |  |              |                       |  |  |                       |   |  |       |            |   |  |  |              |  
|At December 31, 2015        |  |                      | 56,903,036  |   |                |  | 17,411,617   |                       |  |  | 5,036,757             |   |  |       | 44,580,848 |   |  |  | 123,932,258  |  
|                            |  |                      |             |   |                |  |              |                       |  |  |                       |   |  |       |            |   |  |  |              |  
|At December 31, 2014        |  |                      | 41,377,484  |   |                |  | 66,063,149   |                       |  |  | 5,843,794             |   |  |       | 14,593,573 |   |  |  | 127,878,000  |  
|                            |  |                      |             |   |                |  |              |                       |  |  |                       |   |  |       |            |   |  |  |              |  

As of December 31, 2015 and 2014, the gross carrying amount of fully depreciated property, plant and
equipment that were still in use were RMB55,555,588 and RMB29,672,999, respectively.



F-43



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|9. | Intangible assets
|-- | -----------------



|                            |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|--------------------------- |  | ------------------ | ---------- |  | ---------------------------- |  | ---------- | --------------------------------- |  |  | ----------- |  |  | --------------- | ---------- | - | --------------------- |  | ----------- | --------- |  |  | ------------------- |  |  | ------ | --------- |  | ----- |  | ------------- |  |  |  | ------ | - |  |  | ------------- | -
|                            |  | Purchased
software |            |  | Digital SalesAssistantsystem |  |            | Trademark
and lifetime
membership |  |  | Domainnames |  |  | Contractbacklog |            |   | Customerrelationships |  |             | Brandname |  |  | BusinessCooperation |  |  | Others |           |  | Total | 
|                            |  | RMB                |            |  | RMB                          |  |            | RMB                               |  |  | RMB         |  |  | RMB             |            |   | RMB                   |  |             | RMB       |  |  | RMB                 |  |  | RMB    |           |  | RMB   | 
|Cost:                       |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|At January 1, 2014          |  |                    | 13,372,564 |  |                              |  | 25,430,000 |                                   |  |  | 8,989,508   |  |  |                 | 9,399,230  |   |                       |  |            |           |  |  |                    |  |  |        |          |  |       |  |              |  |  |  | 18,145 |   |  |  | 57,209,447    |  
|Additions                   |  |                    | 2,562,042  |  |                              |  |           |                                   |  |  | 1,415,094   |  |  |                 | 4,361,129  |   |                       |  |            |           |  |  |                    |  |  |        |          |  |       |  |              |  |  |  | 1,500  |   |  |  | 8,339,765     |  
|Disposals and retirements   |  |                    |           |  |                              |  |           |                                   |  |  |            |  |  |                 | (660,184   | ) |                       |  |            |           |  |  |                    |  |  |        |          |  |       |  |              |  |  |  | (2,453 | ) |  |  | (662,637      | )
|Acquisition of subsidiaries |  |                    | 2,813,393  |  |                              |  |           |                                   |  |  |            |  |  |                 |           |   |                       |  | 27,280,000  |           |  |  | 180,610,000         |  |  |        | 3,630,000 |  |       |  |              |  |  |  |       |   |  |  | 214,333,393   |  
|                            |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|At December 31, 2014        |  |                    | 18,747,999 |  |                              |  | 25,430,000 |                                   |  |  | 10,404,602  |  |  |                 | 13,100,175 |   |                       |  | 27,280,000  |           |  |  | 180,610,000         |  |  |        | 3,630,000 |  |       |  |              |  |  |  | 17,192 |   |  |  | 279,219,968   |  
|Additions                   |  |                    | 7,450,268  |  |                              |  |           |                                   |  |  |            |  |  |                 | 415,000    |   |                       |  |            |           |  |  |                    |  |  |        |          |  |       |  | 3,227,319,200 |  |  |  |       |   |  |  | 3,235,184,468 |  
|Disposals and retirements   |  |                    |           |  |                              |  |           |                                   |  |  |            |  |  |                 |           |   |                       |  | (27,280,000 | )         |  |  |                    |  |  |        |          |  |       |  |              |  |  |  |       |   |  |  | (27,280,000   | )
|                            |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|At December 31, 2015        |  |                    | 26,198,267 |  |                              |  | 25,430,000 |                                   |  |  | 10,404,602  |  |  |                 | 13,515,175 |   |                       |  |            |           |  |  | 180,610,000         |  |  |        | 3,630,000 |  |       |  | 3,227,319,200 |  |  |  | 17,192 |   |  |  | 3,487,124,436 |  
|                            |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|Amortization:               |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|At January 1, 2014          |  |                    | 8,055,490  |  |                              |  | 5,297,917  |                                   |  |  |            |  |  |                 | 1,708,170  |   |                       |  |            |           |  |  |                    |  |  |        |          |  |       |  |              |  |  |  | 389    |   |  |  | 15,061,966    |  
|Amortization                |  |                    | 2,283,683  |  |                              |  | 2,543,000  |                                   |  |  |            |  |  |                 | 1,117,798  |   |                       |  | 8,291,691   |           |  |  | 6,661,659           |  |  |        | 59,508    |  |       |  |              |  |  |  | 509    |   |  |  | 20,957,848    |  
|Disposals and retirements   |  |                    |           |  |                              |  |           |                                   |  |  |            |  |  |                 | (956       | ) |                       |  |            |           |  |  |                    |  |  |        |          |  |       |  |              |  |  |  | (74    | ) |  |  | (1,030        | )
|                            |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|At December 31, 2014        |  |                    | 10,339,173 |  |                              |  | 7,840,917  |                                   |  |  |            |  |  |                 | 2,825,012  |   |                       |  | 8,291,691   |           |  |  | 6,661,659           |  |  |        | 59,508    |  |       |  |              |  |  |  | 824    |   |  |  | 36,018,784    |  
|Amortization                |  |                    | 3,037,802  |  |                              |  | 2,543,000  |                                   |  |  |            |  |  |                 | 1,341,143  |   |                       |  | 18,988,309  |           |  |  | 18,895,524          |  |  |        | 238,032   |  |       |  | 469,754,239   |  |  |  | 463    |   |  |  | 514,798,512   |  
|Disposals and retirements   |  |                    |           |  |                              |  |           |                                   |  |  |            |  |  |                 |           |   |                       |  | (27,280,000 | )         |  |  |                    |  |  |        |          |  |       |  |              |  |  |  |       |   |  |  | (27,280,000   | )
|                            |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|At December 31, 2015        |  |                    | 13,376,975 |  |                              |  | 10,383,917 |                                   |  |  |            |  |  |                 | 4,166,155  |   |                       |  |            |           |  |  | 25,557,183          |  |  |        | 297,540   |  |       |  | 469,754,239   |  |  |  | 1,287  |   |  |  | 523,537,296   |  
|                            |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|Impairment:                 |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|At January 1, 2015          |  |                    |           |  |                              |  |           |                                   |  |  |            |  |  |                 |           |   |                       |  |            |           |  |  |                    |  |  |        |          |  |       |  |              |  |  |  |       |   |  |  |              |  
|Charge for the year         |  |                    |           |  |                              |  |           |                                   |  |  |            |  |  |                 |           |   |                       |  |            |           |  |  |                    |  |  |        |          |  |       |  | 238,582,079   |  |  |  |       |   |  |  | 238,582,079   |  
|                            |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|At December 31, 2015        |  |                    |           |  |                              |  |           |                                   |  |  |            |  |  |                 |           |   |                       |  |            |           |  |  |                    |  |  |        |          |  |       |  | 238,582,079   |  |  |  |       |   |  |  | 238,582,079   |  
|                            |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|Net book value:             |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|At December 31, 2015        |  |                    | 12,821,292 |  |                              |  | 15,046,083 |                                   |  |  | 10,404,602  |  |  |                 | 9,349,020  |   |                       |  |            |           |  |  | 155,052,817         |  |  |        | 3,332,460 |  |       |  | 2,518,982,882 |  |  |  | 15,905 |   |  |  | 2,725,005,061 |  
|                            |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  
|At December 31, 2014        |  |                    | 8,408,826  |  |                              |  | 17,589,083 |                                   |  |  | 10,404,602  |  |  |                 | 10,275,163 |   |                       |  | 18,988,309  |           |  |  | 173,948,341         |  |  |        | 3,570,492 |  |       |  |              |  |  |  | 16,368 |   |  |  | 243,201,184   |  
|                            |  |                    |            |  |                              |  |            |                                   |  |  |             |  |  |                 |            |   |                       |  |             |           |  |  |                     |  |  |        |           |  |       |  |               |  |  |  |        |   |  |  |               |  





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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|9. | Intangible assets (continued)
|-- | -----------------------------



As of December 31, 2015 and 2014, the gross carrying amount of fully amortized
intangible assets that were still in use were RMB4,887,791 and RMB3,082,575, respectively.

The addition in domain names in 2014 was mainly
due to the purchase consideration paid to third parties to acquire the huimaiche.com and diandong.com domain names.

The addition in intangible assets in 2015 was mainly business cooperation with JD. The impairment of business cooperation mainly related to
resources to be provided through the channel of Paipai.com, as the Paipai.com business has been terminated by JD. Further details are set out in Note 3.

Management determined the trademark and lifetime membership would have an indefinite useful life as the assets may be used indefinitely without
significant costs of renewal.



|10. | Goodwill
|--- | --------



|                                     |  |     |             | 
|------------------------------------ |  | --- | ----------- | 
|                                     |  | RMB |            
|At January 1, 2014                   |  |     | 38,992,640  | 
|Acquisition of subsidiaries (Note 3) |  |     | 148,441,716 | 
|                                     |  |     |             | 
|At December 31, 2014                 |  |     | 187,434,356 | 
|Foreign exchange reserve             |  |     | 72,753      | 
|                                     |  |     |             | 
|At December 31, 2015                 |  |     | 187,507,109 | 
|                                     |  |     |             | 



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|11. | Impairment testing of goodwill and intangible assets with indefinite lives
|--- | --------------------------------------------------------------------------

As disclosed
in Note 2.2, the lowest level within the Group at which goodwill is monitored for internal management purposes is the business segment level. Therefore, goodwill impairment was tested at the business segment level as of December 31, 2015.

Intangible assets with indefinite lives are mainly lifetime memberships and trademark. They do not generate cash inflows independently of other
assets or groups of assets and their carrying amount cannot be allocated on a reasonable and consistent basis to the individual cash-generating units under review. The lifetime memberships and trademark qualify as corporate assets and are allocated
to the Group for impairment testing.



|                                       |  |                   |           |  |                     |  |             |                            |  |  |           |  |  |  |             | 
|-------------------------------------- |  | ----------------- | --------- |  | ------------------- |  | ----------- | -------------------------- |  |  | --------- |  |  |  | ----------- | 
|                                       |  | December 31, 2014 |          
|                                       |  | Corporateassets   |           |  | EP platformbusiness |  |             | Digital marketingsolutions |  |  | Total     | 
|                                       |  | RMB               |           |  | RMB                 |  |             | RMB                        |  |  | RMB       | 
|Goodwill                               |  |                   |          |  |                     |  | 186,260,934 |                            |  |  | 1,173,422 |  |  |  | 187,434,356 | 
|Lifetime membership                    |  |                   | 4,746,480 |  |                     |  |            |                            |  |  |          |  |  |  | 4,746,480   | 
|Trademark with indefinite useful lives |  |                   | 5,658,122 |  |                     |  |            |                            |  |  |          |  |  |  | 5,658,122   | 



|                                       |  |                   |           |  |                     |  |             |                            |  |  |           |  |  |  |             | 
|-------------------------------------- |  | ----------------- | --------- |  | ------------------- |  | ----------- | -------------------------- |  |  | --------- |  |  |  | ----------- | 
|                                       |  | December 31, 2015 |          
|                                       |  | Corporateassets   |           |  | EP platformbusiness |  |             | Digital marketingsolutions |  |  | Total     | 
|                                       |  | RMB               |           |  | RMB                 |  |             | RMB                        |  |  | RMB       | 
|Goodwill                               |  |                   |          |  |                     |  | 186,260,934 |                            |  |  | 1,246,175 |  |  |  | 187,507,109 | 
|Lifetime membership                    |  |                   | 4,746,480 |  |                     |  |            |                            |  |  |          |  |  |  | 4,746,480   | 
|Trademark with indefinite useful lives |  |                   | 5,658,122 |  |                     |  |            |                            |  |  |          |  |  |  | 5,658,122   | 

The Group performed annual impairment tests as of December 31, 2014 and 2015 to assess the cash-generating
units respective recoverable amounts. Management concluded that there was no impairment as the recoverable amounts of the cash generating units exceeded their carrying amounts.

The recoverable amount of each CGU was determined based on a value in use calculation using cash flow projections based on financial budgets
covering a five-year period approved by senior management. The discount rates applied to the cash flow projections was 20% and cash flows beyond the five-year period are extrapolated using growth rates of 3%.

Key assumptions were used in the value in use calculation of each CGU as of December 31, 2014 and 2015. The following describes each key
assumption on which management has based its cash flow projections to undertake impairment testing of goodwill:

Budgeted gross
margins  The basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the year immediately before the budget year, increased for expected efficiency improvements.

Discount rates  Discount rates represent the current market assessment of the risks specific to each CGU, taking into
consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rates used are pre-tax interest rates and reflect specific risks relating to the relevant
units.

There is no reasonable change to above key assumptions that would lead to an impairment charge as of December 31, 2014 and
2015.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|12. | Trade receivables
|--- | -----------------



|                              |  |      |               |   |      |  |               |  
|----------------------------- |  | ---- | ------------- | - | ---- |  | ------------- | -
|                              |  | 2014 |               |   | 2015 | 
|                              |  | RMB  |               |   | RMB  | 
|Trade receivables             |  |      | 1,381,072,766 |   |      |  | 1,946,230,700 |  
|Less: Provision for bad debts |  |      | (37,699,159   | ) |      |  | (46,441,300   | )
|                              |  |      |               |   |      |  |               |  
|                              |  |      | 1,343,373,607 |   |      |  | 1,899,789,400 |  
|                              |  |      |               |   |      |  |               |  

Trade receivables are non-interest bearing and are generally on terms of 60 to 90 days. In some cases, these
terms are extended up to 180 days for certain qualifying long-term customers who have met specific credit requirements.

For the
advertising agent services the Group provides, the Group acts as an agent in placing automaker customers advertisements on the websites of media vendors in the PRC. The Group receives fees in the capacity of an agent for assisting automaker
customers in placing advertisements on media vendors websites, and therefore, records the fees on a net basis in its consolidated financial statements. For the advertising services the Group provides, the Group acts as the principal in
the arrangement and records revenues on a gross basis in its consolidated financial statements. For the advertising agent services and advertising services provided, the Group enters into publishing schedule agreements with its automaker and
automobile dealer customers; and related advertising agreements with media vendors who are then obligated to place the advertisements according to the Groups customers publishing schedule agreements. Therefore, the Group records trade
receivables from its customers and accounts payable to media vendors on a gross basis. Gross billings include the gross value of advertisements placed by the Groups customers that correspond to the gross payables recorded due to the media
vendors. Gross billings for the year ended December 31, 2015 was RMB5,387,983,773 (2014: RMB3,452,944,416).

As of December 31,
2015, trade receivables at carrying value of RMB46,441,300 (2014: RMB37,699,159) were impaired and fully provided for. Movements in the provision for individually impaired trade receivables were as follows:



|                     |  |                       |            |  
|-------------------- |  | --------------------- | ---------- | -
|                     |  | Individually
impaired |           
|                     |  | RMB                   |           
|At January 1, 2014   |  |                       | 23,802,281 |  
|Charge for the year  |  |                       | 13,896,878 |  
|                     |  |                       |            |  
|At December 31, 2014 |  |                       | 37,699,159 |  
|Charge for the year  |  |                       | 8,930,719  |  
|Write off            |  |                       | (188,578   | )
|                     |  |                       |            |  
|At December 31, 2015 |  |                       | 46,441,300 |  
|                     |  |                       |            |  

As of December 31, the ageing analysis of trade receivables was as follows:



|     |  |       |               |  |                               |  |             |                           |  |  |             |  |  |           |             |  |  |  |             | 
|---- |  | ----- | ------------- |  | ----------------------------- |  | ----------- | ------------------------- |  |  | ----------- |  |  | --------- | ----------- |  |  |  | ----------- | 
|     |  |       |               |  |                               |  |             | Past due but not impaired | 
|     |  | Total |               |  | Neither past due
nor impaired |  |             | <90 days                  |  |  | 90-180 days |  |  | >180 days |            
|     |  | RMB   |               |  | RMB                           |  |             | RMB                       |  |  | RMB         |  |  | RMB       |            
|2015 |  |       | 1,899,789,400 |  |                               |  | 568,948,982 |                           |  |  | 725,063,378 |  |  |           | 221,679,643 |  |  |  | 384,097,397 | 
|2014 |  |       | 1,343,373,607 |  |                               |  | 493,879,519 |                           |  |  | 488,234,804 |  |  |           | 164,891,454 |  |  |  | 196,367,830 | 

There is no objective evidence that would lead to an impairment charge for the trade receivables past due but
not impaired as of December 31, 2014 and 2015.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|13. | Prepayments and other receivables
|--- | ---------------------------------



|                                                   |  |      |             |  |      |  |             | 
|-------------------------------------------------- |  | ---- | ----------- |  | ---- |  | ----------- | 
|                                                   |  | 2014 |             |  | 2015 | 
|                                                   |  | RMB  |             |  | RMB  | 
|Advances to suppliers                              |  |      | 19,217,749  |  |      |  | 29,896,057  | 
|Prepaid expenses                                   |  |      | 8,559,087   |  |      |  | 8,751,561   | 
|Deposits                                           |  |      | 27,012,110  |  |      |  | 81,700,479  | 
|Staff advances                                     |  |      | 13,656,469  |  |      |  | 20,601,543  | 
|Tax refund receivables including value added taxes |  |      | 70,572,246  |  |      |  | 148,827,020 | 
|Others                                             |  |      | 7,834,755   |  |      |  | 42,987,955  | 
|                                                   |  |      |             |  |      |  |             | 
|                                                   |  |      | 146,852,416 |  |      |  | 332,764,615 | 
|                                                   |  |      |             |  |      |  |             | 

Prepayments and other receivables are unsecured, interest-free and have no fixed terms of repayment.



|14. | Time deposits and restricted cash
|--- | ---------------------------------



|              |  |      |            |  |      |  |             | 
|------------- |  | ---- | ---------- |  | ---- |  | ----------- | 
|              |  | 2014 |            |  | 2015 | 
|              |  | RMB  |            |  | RMB  | 
|Time deposits |  |      | 61,190,000 |  |      |  | 100,000,000 | 
|              |  |      |            |  |      |  |             | 

Time deposits are made for varying periods of between three months and one year, and earns interest at the
respective short-term deposit rates.



|                |  |      |   |  |      |  |             | 
|--------------- |  | ---- | - |  | ---- |  | ----------- | 
|                |  | 2014 |   |  | 2015 | 
|                |  | RMB  |   |  | RMB  | 
|Restricted cash |  |      |  |  |      |  | 350,654,400 | 
|                |  |      |   |  |      |  |             | 

Restricted cash is mainly restricted bank deposits collateralized for short-term bank borrowings.



|15. | Cash and cash equivalents
|--- | -------------------------



|                         |  |      |               |  |      |  |               | 
|------------------------ |  | ---- | ------------- |  | ---- |  | ------------- | 
|                         |  | 2014 |               |  | 2015 | 
|                         |  | RMB  |               |  | RMB  | 
|Cash at bank and on hand |  |      | 1,221,472,624 |  |      |  | 2,940,874,390 | 
|                         |  |      |               |  |      |  |               | 

Cash at bank earns interest at floating rates based on daily bank deposit rates. Approximately RMB1,498,442,081
(2014: RMB643,309,532) of the total balance of the Groups cash and cash equivalents was denominated in the RMB. The remaining was mainly denominated in the US$.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|16. | Issued capital, share premium and treasury shares
|--- | -------------------------------------------------



|                                                                                    |  |                  |                 |  |      |  |                 | 
|----------------------------------------------------------------------------------- |  | ---------------- | --------------- |  | ---- |  | --------------- | 
|Authorized shares                                                                   |  | 2014             |                 |  | 2015 | 
|Ordinary shares of US$0.00004 each                                                  |  |                  | 1,250,000,000.0 |  |      |  | 1,250,000,000.0 | 
|                                                                                    |  |                 
|Ordinary shares issued and fully paid                                               |  | Number of shares |                 |  | RMB  | 
|At January 1, 2013                                                                  |  |                  | 41,640,890.0    |  |      |  | 11,696          | 
|                                                                                    |  |                  |                 |  |      |  |                 | 
|Issuance of ordinary shares in connection with the future exercise of share options |  |                  | 500,000.0       |  |      |  | 123             | 
|Issuance of ordinary shares to public                                               |  |                  | 1,264,855.0     |  |      |  | 309             | 
|                                                                                    |  |                  |                 |  |      |  |                 | 
|At December 31, 2013                                                                |  |                  | 43,405,745.0    |  |      |  | 12,128          | 
|                                                                                    |  |                  |                 |  |      |  |                 | 
|Issuance of ordinary shares in connection with the future exercise of share options |  |                  | 2,170,000.0     |  |      |  | 534             | 
|                                                                                    |  |                  |                 |  |      |  |                 | 
|At December 31, 2014                                                                |  |                  | 45,575,745.0    |  |      |  | 12,662          | 
|                                                                                    |  |                  |                 |  |      |  |                 | 
|Issuance of ordinary shares to JD and Tencent                                       |  |                  | 17,735,549.0    |  |      |  | 4,346           | 
|                                                                                    |  |                  |                 |  |      |  |                 | 
|At December 31, 2015                                                                |  |                  | 63,311,294.0    |  |      |  | 17,008          | 
|                                                                                    |  |                  |                 |  |      |  |                 | 
|                                                                                    |  |                 
|Share premium                                                                       |  |                  |                 |  | RMB  | 
|At January 1, 2013                                                                  |  |                  |                 |  |      |  | 2,409,156,049   | 
|                                                                                    |  |                  |                 |  |      |  |                 | 
|Share options exercised for the year 2013                                           |  |                  |                 |  |      |  | 21,886,238      | 
|Issuance of ordinary shares to public                                               |  |                  |                 |  |      |  | 219,300,260     | 
|                                                                                    |  |                  |                 |  |      |  |                 | 
|At December 31, 2013                                                                |  |                  |                 |  |      |  | 2,650,342,547   | 
|Share options exercised for the year 2014                                           |  |                  |                 |  |      |  | 46,411,436      | 
|                                                                                    |  |                  |                 |  |      |  |                 | 
|At December 31, 2014                                                                |  |                  |                 |  |      |  | 2,696,753,983   | 
|Share options exercised for the year 2015                                           |  |                  |                 |  |      |  | 43,243,535      | 
|Issuance of ordinary shares to JD and Tencent                                       |  |                  |                 |  |      |  | 6,355,196,652   | 
|                                                                                    |  |                  |                 |  |      |  |                 | 
|At December 31, 2015                                                                |  |                  |                 |  |      |  | 9,095,194,170   | 
|                                                                                    |  |                  |                 |  |      |  |                 | 



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|16. | Issued capital, share premium and treasury shares (continued)
|--- | -------------------------------------------------------------



|                                          |  |                  |             |   |     |  |            |  
|----------------------------------------- |  | ---------------- | ----------- | - | --- |  | ---------- | -
|Treasury shares                           |  | Number of shares |             |   | RMB | 
|At January 1, 2013                        |  |                  | 1,908,180.0 |   |     |  | 62,727,907 |  
|Repurchase of ordinary shares             |  |                  | 3.5         |   |     |  |           |  
|                                          |  |                  |             |   |     |  |            |  
|At December 31, 2013                      |  |                  | 1,908,183.5 |   |     |  | 62,727,907 |  
|Share options exercised for the year 2014 |  |                  | (4,518.0    | ) |     |  | (148,507   | )
|                                          |  |                  |             |   |     |  |            |  
|At December 31, 2014                      |  |                  | 1,903,665.5 |   |     |  | 62,579,400 |  
|Share options exercised for the year 2015 |  |                  | (179,168.0  | ) |     |  | (5,889,252 | )
|                                          |  |                  |             |   |     |  |            |  
|At December 31, 2015                      |  |                  | 1,724,497.5 |   |     |  | 56,690,148 |  
|                                          |  |                  |             |   |     |  |            |  

On August 12, 2011, the Board of Directors approved an ordinary share repurchase program, which authorized
the Companys management to repurchase up to US$10,000,000 of the Companys American Depositary Shares (ADSs) within 12 months from approval date. Each ADS represents one ordinary share of the Company. Pursuant to the ordinary
share repurchase program, the Company repurchased a total of 1,908,180.0 ADSs.

On May 27, 2013, the Company issued 500,000.0 ordinary
shares to its depositary for future delivery to employees upon exercise of vested stock options. As of December 31, 2015, all of the 500,000.0 ordinary shares have been issued to the employees upon exercise of their stock options.

The Company issued a total of 1,264,855.0 ordinary shares upon completion of its follow-on public offering on December 11, 2013. The
proceeds from the offering net of issuance costs amounted to RMB219,300,569.

On March 6, 2014, the Company issued 650,000.0 ordinary
shares to its depositary for future delivery to employees upon exercise of vested stock options. As of December 31, 2015, all of the 650,000.0 ordinary shares have been issued to the employees upon exercise of their stock options.

On August 12, 2014, the Company issued 630,000.0 ordinary shares to its depositary for future delivery to employees upon exercise of
vested stock options. As of December 31, 2015, 293,720.0 ordinary shares out of the 630,000.0 ordinary shares have been issued to the employees upon exercise of their stock options.

On September 15, 2014, the Company issued 890,000.0 ordinary shares to its depositary for future delivery to employees upon exercise of
vested stock options. As of December 31, 2015, nil of the 890,000.0 ordinary shares have been issued to the employees upon exercise of their stock options.

On February 16, 2015, the Company issued 15,689,443.0 and 2,046,106.0 ordinary shares to JD and Tencent for the equity transaction
mentioned in Note 3.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|17. | Basic and diluted earnings per share
|--- | ------------------------------------

Basic earnings per share is computed by dividing
profit for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per ordinary share is computed by dividing the profit for the year attributable to ordinary shareholders for the year by the
weighted average number of ordinary and potential ordinary shares outstanding during the year, if the effect of potential ordinary shares is dilutive. Potential ordinary shares include incremental shares of ordinary shares issuable upon the exercise
of employee stock options and the over-allotment option for the follow-on public offering.

The following reflects the profit and share
data used in the basic and diluted earnings per share computations:



|                                                                                       |  |      |              |   |      |  |              |      |  |  |              |  
|-------------------------------------------------------------------------------------- |  | ---- | ------------ | - | ---- |  | ------------ | ---- |  |  | ------------ | -
|                                                                                       |  | 2013 |              |   | 2014 |  |              | 2015 | 
|                                                                                       |  | RMB  |              |   | RMB  |  |              | RMB  | 
|Basic earnings attributable to ordinary shareholders                                   |  |      | 241,228,181  |   |      |  | 485,190,724  |      |  |  | (424,351,291 | )
|                                                                                       |  |      |              |   |      |  |              |      |  |  |              |  
|Diluted earnings attributable to ordinary shareholders                                 |  |      | 241,228,181  |   |      |  | 485,190,724  |      |  |  | (424,351,291 | )
|                                                                                       |  |      |              |   |      |  |              |      |  |  |              |  
|                                                                                       |  |      |             
|                                                                                       |  | 2013 |              |   | 2014 |  |              | 2015 | 
|Weighted average number of shares                                                      |  |      |              |   |      |  |              |      |  |  |              |  
|Ordinary shares outstanding as of January 1,                                           |  |      | 39,432,710.0 |   |      |  | 41,327,366.0 |      |  |  | 42,285,844.0 |  
|Weighted average number of ordinary shares repurchased during the year                 |  |      | (2.0         | ) |      |  |             |      |  |  |             |  
|Weighted average number of ordinary shares issued during the year                      |  |      | 291,797.0    |   |      |  | 435,412.0    |      |  |  | 15,856,588.0 |  
|                                                                                       |  |      |              |   |      |  |              |      |  |  |              |  
|Weighted average number of ordinary shares outstanding for the year for basic earnings |  |      | 39,724,505.0 |   |      |  | 41,762,778.0 |      |  |  | 58,142,432.0 |  
|Dilutive effect of share based compensation                                            |  |      | 2,272,618.0  |   |      |  | 2,813,404.0  |      |  |  |             |  
|                                                                                       |  |      |              |   |      |  |              |      |  |  |              |  
|Weighted average number of ordinary shares adjusted for the effect of dilution         |  |      | 41,997,123.0 |   |      |  | 44,576,182.0 |      |  |  | 58,142,432.0 |  
|                                                                                       |  |      |              |   |      |  |              |      |  |  |              |  

The following weighted average number of shares result from instruments that could potentially dilute basic
earnings per ordinary share in the future, but were not included in the calculation of diluted earnings per share because they are anti-dilutive or nil for the years presented:



|                                        |  |      |           |  |      |  |           |      |  |  |       | 
|--------------------------------------- |  | ---- | --------- |  | ---- |  | --------- | ---- |  |  | ----- | 
|                                        |  | 2013 |           |  | 2014 |  |           | 2015 | 
|Weighted average number of shares       |  |      |           |  |      |  |           |      |  |  |       | 
|Equity settled share based compensation |  |      | 299,479.0 |  |      |  | 123,764.0 |      |  |  | 2,736 | 
|Over-allotment option                   |  |      | 29,445.0  |  |      |  |          |      |  |  |      | 
|                                        |  |      |           |  |      |  |           |      |  |  |       | 
|Total                                   |  |      | 328,924.0 |  |      |  | 123,764.0 |      |  |  | 2,736 | 
|                                        |  |      |           |  |      |  |           |      |  |  |       | 

The over-allotment option expired unexercised on January 6, 2014 and will have no potential dilutive
effect in the future. The convertible preference shares (Note19.3) issued in 2015 by Yixin Capital Limited, a subsidiary of the Group, could potentially dilute basic earnings per ordinary share in the future, but were not included in the calculation
of diluted earnings per share because they are anti-dilutive for the year ended December 31, 2015. There have been no other significant transactions involving ordinary shares or potential ordinary shares between the reporting date and the date
of approval of these consolidated financial statements.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|18. | Share-based payments
|--- | --------------------

The expenses recognized for employee services received during the
years are shown in the following table:



|                                                   |  |      |            |  |      |  |            |      |  |  |             | 
|-------------------------------------------------- |  | ---- | ---------- |  | ---- |  | ---------- | ---- |  |  | ----------- | 
|                                                   |  | 2013 |            |  | 2014 |  |            | 2015 | 
|                                                   |  | RMB  |            |  | RMB  |  |            | RMB  | 
|Expense arising from employee stock incentive plan |  |      | 19,386,459 |  |      |  | 57,103,866 |      |  |  | 120,044,603 | 
|                                                   |  |      |            |  |      |  |            |      |  |  |             | 

On December 31, 2006, the Company implemented an Employee Stock Incentive Plan (2006 Plan)
under which the Company has reserved 1,028,512.5 ordinary shares for employees. The Board of Directors of the Company may invite employees of the Group to subscribe for options over the Companys ordinary shares.

Options related to 750,000.0 shares were granted to designated employees on December 31, 2006, as determined by the Board of Directors.
These options have an exercise price of US$0.40 per share. Pursuant to the 2006 Plan, the first 33% of the options would vest 12 months after the grant date, the second 33% of the options would vest 24 months after the grant date, and the remaining
34% of the options would vest 36 months after the grant date, on the condition that employees remain in service without any performance requirements. Options granted typically expire in ten years from the grant date and there are no cash settlement
alternatives. The Company has not developed a past practice of cash settlement.

On February 8, 2010, the Company implemented an
Employee Stock Incentive Plan (2010 Plan) under which the Company has reserved 3,089,887.5 ordinary shares for employees. The 2010 Plan stipulates that if options are forfeited, the forfeited options can be added back to the option pool
to be granted to other employees. The board of the Company may invite employees of the Company to subscribe for options over the Companys ordinary shares.

Options related to 2,397,500.0 shares were granted to designated employees on February 8, 2010, as determined by the Board of Directors.
These options have an exercise price of US$3.20 per share. Pursuant to the 2010 Plan and subject to limited exception, the first 25% of the options would vest 12 months after the grant date, the second 25% of the options would vest 24 months after
the grant date, the third 25% of the options would vest 36 months after the grant date and the remaining 25% of the options would vest 48 months after the grant date, on the condition that employees remain in service without any performance
requirements. Options granted typically expire in ten years from the grant date and there are no cash settlement alternatives. The Company has not developed a past practice of cash settlement.

On December 28, 2010, the Company granted options to purchase 278,512.5 ordinary shares under the 2006 Plan and options to purchase
589,487.5 ordinary shares under the 2010 Plan, at an exercise price of US$10.20 per share, to designated employees and consultants on that date. Pursuant to the Plans, the options have graded vesting terms, and vest in equal tranches from the
grant date over three or four years, on the condition that employees remain in service without any performance requirements. Options granted typically expire in ten years from the grant date and there are no cash settlement alternatives.

On August 7, 2012, the Company granted options to purchase 1,100,000.0 ordinary shares under the 2010 Plan, at an exercise price of
US$4.03 per share, to designated employees on that date. Pursuant to the Plans, the options have graded vesting terms, and vest in equal tranches from the grant date over four years, on the condition that employees remain in service without any
performance requirements. Options granted typically expire in ten years from the grant date and there are no cash settlement alternatives.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|18. | Share-based payments (continued)
|--- | --------------------------------



On August 7, 2012, the Company implemented an Employee Stock Incentive Plan (2012
Plan) under which the Company has reserved 1,908,180.0 ordinary shares to motivate, attract and retain employees, and directors. The 2012 Plan permits the awards of options, restricted shares or restricted share units (RSUs).

On August 7, 2013, the Company granted 400,000 RSUs with graded vesting terms to a senior executive under the 2012 Plan. The grant of RSUs
may only vest if the total revenues of the Group in any fiscal year from 2013 to 2016 equal or exceed 125% of the total revenues of the Group for the immediately preceding fiscal year. In the event that the total revenues of the Group in any
fiscal year from 2013 to 2016 are lower than 125% of the total revenues for the immediately preceding fiscal year, the senior executive shall not be eligible to receive such performance-based RSUs to that year on August 7 of the following
fiscal year. The first 30% and second 30% of the RSUs vested on August 7, 2014 and August 7, 2015, respectively. The third 20% of the RSUs would vest on August 7, 2016. If the revenue performance targets were achieved for the fiscal
year of 2016, the remaining 20% of the RSUs would vest on August 7, 2017.

Based on its evaluation of the Groups current
performance against financial budgets covering a four-year period, management concludes that it is probable that the revenue performance targets above will be achieved.

On October 1, 2013, December 25, 2013, November 20, 2014 and March 5, 2015, the Company granted 40,000 RSUs,
100,000 RSUs, 32,500 RSUs and 30,000 RSUs with graded vesting terms to employees under the 2012 Plan, respectively. Pursuant to the RSUs Award Agreement, every 25% of the award shall vest on the anniversary date of the grant date each year within
four years of the award.

On October 21, 2014 and November 12, 2014, the Company granted 115,000 and 1,500 RSUs to employees
under the 2012 Plan, respectively. Pursuant to the RSUs Award Agreement, the grant of RSUs would vest on March 16, 2015 if the employees key performance indicators were achieved.

On November 20, 2014, the Company granted 12,000 RSUs to employees under the 2012 Plan. Pursuant to the RSUs Award Agreement, 33%, 33% and
34% of the award shall vest on the anniversary date of the grant date each year within three years of the award.

On February 17,
2015, the Company granted 7,500 RSUs to employees with graded vesting terms under the 2012 Plan. Pursuant to the RSUs Award Agreement, every 2,500 RSUs of the award shall vest on the anniversary date of November 14, 2015 each year within three
years of the award.

On April 21, 2015 and August 20, 2015, the Company granted 232,500 and 40,000 RSUs to employees under the
2012 Plan, respectively. Pursuant to the RSUs Award Agreement, the grant of RSUs would vest on August 20, 2015 and March 16, 2016 if the employees key performance indicators were achieved.

Once the vesting conditions underlying the respective RSUs are met, the RSUs are considered duly and validly issued to the holder, and free of
restrictions on transfer.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|18. | Share-based payments (continued)
|--- | --------------------------------



The following share options were outstanding under the 2006 and 2010 Plans during the year:



|                           |  |                 |             |   |                                            |  |      |                 |  |  |                                            |   |  |  |      | 
|-------------------------- |  | --------------- | ----------- | - | ------------------------------------------ |  | ---- | --------------- |  |  | ------------------------------------------ | - |  |  | ---- | 
|                           |  | 2014            |             |   | 2014                                       |  |      | 2015            |  |  | 2015                                       |  
|                           |  | Number ofshares |             |   | Weighted
average
exercise prices
US$/Share |  |      | Number ofshares |  |  | Weighted
average
exercise prices
US$/Share |  
|Outstanding at January 1   |  |                 | 3,041,011.0 |   |                                            |  | 4.92 |                 |  |  | 2,078,506.0                                |   |  |  | 4.90 | 
|Granted during the year    |  |                 |            |   |                                            |  |     |                 |  |  |                                           |   |  |  |     | 
|Exercised during the year  |  |                 | (927,505.0  | ) |                                            |  | 4.95 |                 |  |  | (218,559.0                                 | ) |  |  | 4.88 | 
|Forfeited during the year  |  |                 | (35,000.0   | ) |                                            |  | 4.91 |                 |  |  | (17,500.0                                  | ) |  |  | 4.03 | 
|                           |  |                 |             |   |                                            |  |      |                 |  |  |                                            |   |  |  |      | 
|Outstanding at December 31 |  |                 | 2,078,506.0 |   |                                            |  | 4.90 |                 |  |  | 1,842,447.0                                |   |  |  | 4.92 | 
|                           |  |                 |             |   |                                            |  |      |                 |  |  |                                            |   |  |  |      | 
|Exercisable at December 31 |  |                 | 1,593,506.0 |   |                                            |  | 5.17 |                 |  |  | 1,613,697.0                                |   |  |  | 5.04 | 
|                           |  |                 |             |   |                                            |  |      |                 |  |  |                                            |   |  |  |      | 

The weighted average remaining contractual life for the options outstanding as of December 31, 2015 was
5.02 years (2014: 6.03 years). The Groups weighted average share price was US$45.60 in 2015 (2014: US$55.66).

The estimate of the
fair values of the options granted on February 8, 2010, December 28, 2010 and August 7, 2012 was measured based on the binomial model, taking into account the terms and conditions upon which the options were granted. The
following table lists the inputs to the model used for the 2006 and 2010 Plans on the date of grant and weighted-average fair value per option granted:



|                                               |  |                  |          |   |                          |     |          |                          |  |     |          |   |  |     |          |  
|---------------------------------------------- |  | ---------------- | -------- | - | ------------------------ | --- | -------- | ------------------------ |  | --- | -------- | - |  | --- | -------- | -
|                                               |  | February 8,
2010 |          |   | December 28, 2010        |     |          | August 7,
2012           | 
|                                               |  |                  |          |   | Vesting periodof 3 years |     |          | Vesting periodof 4 years |  |     |          |  
|Fair value per share                           |  | US$              | 3.02     |   |                          | US$ | 10.16    |                          |  | US$ | 10.16    |   |  | US$ | 4.20     |  
|Exercise price                                 |  | US$              | 3.20     |   |                          | US$ | 10.20    |                          |  | US$ | 10.20    |   |  | US$ | 4.03     |  
|Risk-free interest rate                        |  |                  | 3.62     | % |                          |     | 3.58     | %                        |  |     | 3.58     | % |  |     | 1.72     | %
|Dividend yield                                 |  |                  | 0.00     | % |                          |     | 0.00     | %                        |  |     | 0.00     | % |  |     | 0.00     | %
|Weighted-average fair value per option granted |  | US$              | 3.60     |   |                          | US$ | 5.08     |                          |  | US$ | 5.36     |   |  | US$ | 2.34     |  
|Expected volatility                            |  |                  | 60       | % |                          |     | 69       | %                        |  |     | 69       | % |  |     | 53       | %
|Expected terms                                 |  |                  | 10 years |   |                          |     | 10 years |                          |  |     | 10 years |   |  |     | 10 years |  

Since the Group did not have a trading history for its ordinary shares sufficient to calculate its own
historical volatility, the volatility is estimated based on annualized standard deviation of daily stock price return of comparable companies, for the period before valuation date and with similar span as time to expiration.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|18. | Share-based payments (continued)
|--- | --------------------------------



The following RSUs were outstanding under the 2012 Plan during the year:



|                                |  |                |           |   |                |  |            |  
|------------------------------- |  | -------------- | --------- | - | -------------- |  | ---------- | -
|                                |  | 2014           |           |   | 2015           | 
|                                |  | Number of RSUs |           |   | Number of RSUs | 
|Outstanding at January 1        |  |                | 540,000.0 |   |                |  | 657,877.0  |  
|Granted during the year         |  |                | 161,000.0 |   |                |  | 310,000.0  |  
|Vested and sold during the year |  |                | (30,973.0 | ) |                |  | (120,568.0 | )
|Forfeited during the year       |  |                | (12,150.0 | ) |                |  | (52,775.0  | )
|                                |  |                |           |   |                |  |            |  
|Outstanding at December 31      |  |                | 657,877.0 |   |                |  | 794,534.0  |  
|                                |  |                |           |   |                |  |            |  
|Vested at December 31           |  |                | 121,402.0 |   |                |  | 293,119.0  |  
|                                |  |                |           |   |                |  |            |  

The share-based payment expense recognized associated with the RSUs amounted to RMB52,118,794 and
RMB118,608,778 for the year ended December 31, 2014 and 2015. The fair value of services received in return for RSUs granted on August 7, 2013, October 1, 2013, December 25, 2013, October 21,
2014, November 12, 2014, November 20, 2014, February 17, 2015, March 5, 2015, April 21, 2015 and August 20, 2015 was measured by reference to the fair value of the RSUs granted, which was based
on the closing price of the Companys publicly traded ordinary shares of the grant date. The following table lists weighted-average fair value per RSU for the 2012 Plan on the date of grant:



|                  |  |                                             |       | 
|----------------- |  | ------------------------------------------- | ----- | 
|2012 Plan         | 
|Grant date        |  | Weighted-average fair
value per RSU granted |      
|August 7, 2013    |  | US$                                         | 12.00 | 
|October 1, 2013   |  | US$                                         | 17.95 | 
|December 25, 2013 |  | US$                                         | 29.01 | 
|October 21, 2014  |  | US$                                         | 81.06 | 
|November 12, 2014 |  | US$                                         | 79.32 | 
|November 20, 2014 |  | US$                                         | 87.60 | 
|February 17, 2015 |  | US$                                         | 62.36 | 
|March 5, 2015     |  | US$                                         | 73.46 | 
|April 21, 2015    |  | US$                                         | 56.26 | 
|August 20, 2015   |  | US$                                         | 24.96 | 



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|19. | Other financial assets and financial liabilities
|--- | ------------------------------------------------

19.1 Other financial assets

The reconciliation of the carrying values of other financial assets as of December 31, 2014 and 2015 is as follows:



|                                                      |  |      |            |  |      |  |             | 
|----------------------------------------------------- |  | ---- | ---------- |  | ---- |  | ----------- | 
|                                                      |  | 2014 |            |  | 2015 | 
|                                                      |  | RMB  |            |  | RMB  | 
|Financial assets at fair value through profit or loss |  |      |            |  |      |  |             | 
|Opening balance                                       |  |      |           |  |      |  |            | 
|Additions                                             |  |      |           |  |      |  | 631,023,325 | 
|Changes in fair value of financial assets             |  |      |           |  |      |  | 13,357,408  | 
|Foreign exchange reserve                              |  |      |           |  |      |  | 25,767,381  | 
|                                                      |  |      |            |  |      |  |             | 
|Closing balance                                       |  |      |           |  |      |  | 670,148,114 | 
|                                                      |  |      |            |  |      |  |             | 
|Available-for-sale financial assets                   |  |      |            |  |      |  |             | 
|Opening balance                                       |  |      | 32,887,895 |  |      |  | 69,541,208  | 
|Additions                                             |  |      | 30,595,000 |  |      |  | 370,298,881 | 
|Total gain recognized in other comprehensive income   |  |      | 5,975,938  |  |      |  | 130,290,750 | 
|Foreign exchange reserve                              |  |      | 82,375     |  |      |  | 18,774,231  | 
|                                                      |  |      |            |  |      |  |             | 
|Closing balance                                       |  |      | 69,541,208 |  |      |  | 588,905,070 | 
|                                                      |  |      |            |  |      |  |             | 

The total gain from deemed disposal of equity investments for the year ended December 31, 2015 was
RMB141,194,852 (2014: nil).

The available-for-sale financial assets and financial assets at fair value through profit or loss are
investments made by the Group in form of preference shares or in-substance preference shares issued by private companies. Management with the assistance of its independent appraiser estimated the fair value of available-for-sale financial assets and
financial assets at fair value through profit or loss as of December 31, 2014 and December 31, 2015 using the backsolve method or discounted cash flow (DCF) method. The backsolve valuation model requires management to make
certain assumptions about inputs such as expected volatility and probability of IPO with consideration of the rights and preferences of each class of equity. The DCF method requires management to make certain assumptions about the model inputs such
as net cash flows with consideration of the operation performance and business development.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|19. | Other financial assets and financial liabilities (continued)
|--- | ------------------------------------------------------------



19.1 Other financial assets (continued)



As the fair value of other financial assets recorded in the consolidated statements of
financial position cannot be derived from an active market, they are determined using valuation techniques with the major inputs used in the model as follows.

Any changes in the major inputs into the model will result in changes in the fair value of the other financial assets.



|                                                      |  |                     |                 |       |                                 |                   |                    |                                  |  |       |                                        |            |   |            |            |   |  |             |            |  
|----------------------------------------------------- |  | ------------------- | --------------- | ----- | ------------------------------- | ----------------- | ------------------ | -------------------------------- |  | ----- | -------------------------------------- | ---------- | - | ---------- | ---------- | - |  | ----------- | ---------- | -
|                                                      |  | Valuation
Technique |                 |       | Significant
unobservable
inputs |                   |                    | Increase
/decrease In the
inputs |  |       | Sensitivity of the input
to fair value |           
|                                                      |  |                     |                 |       |                                 |                   |                    |                                  |  |       | 2014                                   |            |   | 2015       |           
|                                                      |  |                     |                 |       |                                 |                   |                    |                                  |  |       | RMB                                    |            |   | RMB        |           
|Available-for-sale financial assets                   |  |                     | Backsolvemethod |       |                                 |                   | Expectedvolatility |                                  |  |       | -5.00                                  | %          |   |            | (2,159,462 | ) |  |             | (9,645,980 | )
|                                                      |  |                     |                 | +5.00 | %                               |                   |                    | 2,172,257                        |  |       |                                        | 10,473,752 |  
|                                                      |  | Backsolvemethod     |                 |       |                                 | Probability ofIPO |                    |                                  |  | -5.00 | %                                      |            |   | (5,785,747 | )          |   |  | (18,900,734 | )         
|                                                      |  |                     |                 | +5.00 | %                               |                   |                    | 5,887,028                        |  |       |                                        | 19,891,909 |  
|                                                      |  | DCF                 |                 |       |                                 | Net Cash Flow     |                    |                                  |  | -5.00 | %                                      |            |   |           |            |   |  | (25,807,531 | )         
|                                                      |  |                     |                 | +5.00 | %                               |                   |                    |                                 |  |       |                                        | 26,024,871 |  
|Financial assets at fair value through profit or loss |  |                     | Backsolvemethod |       |                                 |                   | Expectedvolatility |                                  |  |       | -5.00                                  | %          |   |            |           |   |  |             | 4,351,416  |  
|                                                      |  |                     |                 | +5.00 | %                               |                   |                    |                                 |  |       |                                        | (4,603,486 | )
|                                                      |  | Backsolvemethod     |                 |       |                                 | Probability ofIPO |                    |                                  |  | -5.00 | %                                      |            |   |           |            |   |  | 4,212,178   |           
|                                                      |  |                     |                 | +5.00 | %                               |                   |                    |                                 |  |       |                                        | (5,044,067 | )
|                                                      |  | DCF                 |                 |       |                                 | Net Cash Flow     |                    |                                  |  | -5.00 | %                                      |            |   |           |            |   |  | (12,736,441 | )         
|                                                      |  |                     |                 | +5.00 | %                               |                   |                    |                                 |  |       |                                        | 12,975,864 |  



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|19. | Other financial assets and financial liabilities (continued)
|--- | ------------------------------------------------------------



19.2 Other financial liabilities

As part of the purchase agreement with selling shareholders of Target Net signed in July 2014, a portion of the consideration was determined to
be contingent, based on the performance of the acquired entity. It is measured at fair value through profit or loss.

As part of the
purchase agreement with selling shareholders of Beijing Runlin signed in September 2014, a portion of the consideration was determined to be contingent, based on the performance of the acquired entity. It is measured at fair value through profit or
loss.

The reconciliation of the carrying values of other financial liabilities as of December 31, 2015 is as follows:



|                                                                  |  |      |            |  |      |  |             |  
|----------------------------------------------------------------- |  | ---- | ---------- |  | ---- |  | ----------- | -
|                                                                  |  | 2014 |            |  | 2015 | 
|                                                                  |  | RMB  |            |  | RMB  | 
|Financial liabilities at fair value through profit or loss        |  |      |            |  |      |  |             |  
|Opening balance                                                   |  |      |           |  |      |  | 63,864,731  |  
|Initial fair value of the contingent consideration-Target Net     |  |      | 45,525,600 |  |      |  |            |  
|Initial fair value of the contingent consideration-Beijing Runlin |  |      | 15,683,604 |  |      |  |            |  
|Payment of the contingent consideration-Target Net                |  |      |           |  |      |  | (20,000,000 | )
|Adjustment of contingent consideration-Beijing Runlin             |  |      |           |  |      |  | (17,419,234 | )
|Unrealized fair value changes recognized in profit or loss        |  |      | 2,655,527  |  |      |  | 3,554,503   |  
|                                                                  |  |      |            |  |      |  |             |  
|Closing balance                                                   |  |      | 63,864,731 |  |      |  | 30,000,000  |  
|                                                                  |  |      |            |  |      |  |             |  

The fair value of contingent consideration of Target Net is based primarily on the 2015 revenue growth rate,
which has been estimated using a Monte Carlo model. In 2015, the Group paid out RMB20,000,000 contingent consideration based on operation results of Target Net for the year, and the remaining contingent consideration was remeasured to RMB30,000,000
as of December 31, 2015.

The fair value of contingent consideration of Beijing Runlin as of December 31, 2014 is based primarily
on the revenue growth rate and net profit ratio from financial year 2015 to 2017, which has been estimated using a Monte Carlo model. In 2015, the Group remeasured the contingent consideration to nil based on operation results of Beijing Runlin for
the year and expected operation results for the following two years.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|19. | Other financial assets and financial liabilities (continued)
|--- | ------------------------------------------------------------



19.3 Convertible preference shares

On February 16, 2015, Yixin Capital Limited, a subsidiary of the Group, issued Series A convertible preference shares to certain third
party investors. The convertible preference shares contain conversion features and redemption features that are embedded derivatives. Given the embedded derivatives significantly modifies the cash flows that otherwise would be required by the
agreement, the Group designates the convertible preference shares in their entirety as financial liabilities at fair value through profit or loss on initial recognition.

The details listed as follows:



|                                                          |  |      |   |  |      |  |               | 
|--------------------------------------------------------- |  | ---- | - |  | ---- |  | ------------- | 
|                                                          |  | 2014 |   |  | 2015 | 
|                                                          |  | RMB  |   |  | RMB  | 
|Series A convertible preference shares at fair value      |  |      |   |  |      |  |               | 
|Opening balance                                           |  |      |  |  |      |  |              | 
|Convertible preference shares issued on February 16, 2015 |  |      |  |  |      |  | 1,583,907,050 | 
|Changes in fair value of convertible preference shares    |  |      |  |  |      |  | 44,975,276    | 
|Foreign exchange reserve                                  |  |      |  |  |      |  | 96,603,560    | 
|                                                          |  |      |   |  |      |  |               | 
|Closing balance                                           |  |      |  |  |      |  | 1,725,485,886 | 
|                                                          |  |      |   |  |      |  |               | 

Management with the assistance of its independent appraiser estimated the fair value of convertible preference
shares as of December 31, 2015 using the DCF method. The DCF valuation model requires management to make certain assumptions about inputs such as net cash flows with consideration of the operation performance and business development.

Any changes in the major inputs into the model will result in changes in the fair value of the convertible preference shares.



|                    |  |                               |               |  |                                 |  |       |                                       |  |  |             |  
|------------------- |  | ----------------------------- | ------------- |  | ------------------------------- |  | ----- | ------------------------------------- |  |  | ----------- | -
|Valuation Technique |  | Significantunobservableinputs |               |  | Increase/decrease
In the inputs |  |       | Sensitivity of theinput to fair
value | 
|                    |  |                               |               |  |                                 |  |       | RMB                                   | 
|DCF                 |  |                               | Net Cash Flow |  |                                 |  | -5.00 | %                                     |  |  | (36,084,935 | )
|                    |  |                               |               |  |                                 |  | +5.00 | %                                     |  |  | 35,636,877  |  



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|19. | Other financial assets and financial liabilities (continued)
|--- | ------------------------------------------------------------



19.4 Fair values

Set out below is a comparison by class of the carrying amounts and fair value of the Companys financial instruments:



|                                                                                                               |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|-------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------------- |  | ----------------- |  | ------------- | -------------- |  |  | ------------- |  |  |  | ------------- | 
|                                                                                                               |  | December 31, 2014 |               |  | December 31, 2015 | 
|                                                                                                               |  | Carryingamount    |               |  | Fair Value        |  |               | Carryingamount |  |  | Fair Value    | 
|                                                                                                               |  | RMB               |               |  | RMB               |  |               | RMB            |  |  | RMB           | 
|Financial assets                                                                                               |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|Trade receivables                                                                                              |  |                   | 1,343,373,607 |  |                   |  | 1,343,373,607 |                |  |  | 1,899,789,400 |  |  |  | 1,899,789,400 | 
|Bills receivables                                                                                              |  |                   | 104,716,846   |  |                   |  | 104,716,846   |                |  |  | 147,660,156   |  |  |  | 147,660,156   | 
|Other receivables and due from related parties                                                                 |  |                   | 158,010,579   |  |                   |  | 158,010,579   |                |  |  | 1,953,249,357 |  |  |  | 1,953,249,357 | 
|Cash, cash equivalents, time deposits and restricted cash                                                      |  |                   | 1,282,662,624 |  |                   |  | 1,282,662,624 |                |  |  | 3,391,528,790 |  |  |  | 3,391,528,790 | 
|Financial assets at fair value through profit or loss                                                          |  |                   |              |  |                   |  |              |                |  |  | 670,148,114   |  |  |  | 670,148,114   | 
|Available-for-sale financial assets                                                                            |  |                   | 69,541,208    |  |                   |  | 69,541,208    |                |  |  | 588,905,070   |  |  |  | 588,905,070   | 
|                                                                                                               |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|Total                                                                                                          |  |                   | 2,958,304,864 |  |                   |  | 2,958,304,864 |                |  |  | 8,651,280,887 |  |  |  | 8,651,280,887 | 
|                                                                                                               |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|Financial liabilities                                                                                          |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|Trade payables                                                                                                 |  |                   | 589,152,700   |  |                   |  | 589,152,700   |                |  |  | 987,424,361   |  |  |  | 987,424,361   | 
|Other payables (excluding contingent considerations), other non-current liabilities and due to
related parties |  |                   | 108,219,580   |  |                   |  | 108,219,580   |                |  |  | 168,140,780   |  |  |  | 168,140,780   | 
|Interest-bearing borrowings                                                                                    |  |                   |              |  |                   |  |              |                |  |  | 361,084,116   |  |  |  | 361,084,116   | 
|Contingent considerations                                                                                      |  |                   | 63,864,731    |  |                   |  | 63,864,731    |                |  |  | 30,000,000    |  |  |  | 30,000,000    | 
|Convertible preference shares                                                                                  |  |                   |              |  |                   |  |              |                |  |  | 1,725,485,886 |  |  |  | 1,725,485,886 | 
|                                                                                                               |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|Total                                                                                                          |  |                   | 761,237,011   |  |                   |  | 761,237,011   |                |  |  | 3,272,135,143 |  |  |  | 3,272,135,143 | 
|                                                                                                               |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 

The fair values of the financial assets and liabilities are included at the amounts at which the instruments
could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and
assumptions were used to estimate the fair values:

The fair value of cash and cash equivalents, time deposits, restricted cash, trade
receivables, bills receivables, other receivables, trade payables, other payables, interest-bearing borrowings and due to related parties, approximate their carrying amounts largely due to the short-term maturity of these instruments.

The fair value of financial assets at fair value through profit or loss, available-for-sale financial assets, contingent considerations and
convertible preference shares are estimated using appropriate valuation techniques, which are all at Level 3 of the hierarchy carried in the consolidated financial statements.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|19. | Other financial assets and financial liabilities (continued)
|--- | ------------------------------------------------------------



19.4 Fair values (continued)



Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;

Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or
indirectly; and

Level 3: techniques that use any input that has a significant effect on the recorded fair value that is not based on
observable market data.

As of December 31, 2014 and 2015, the Group held the following financial instruments carried at fair value in
the consolidated statement of financial position:



|                                                      |  |                   |   |  |         |  |   |         |  |  |                |  
|----------------------------------------------------- |  | ----------------- | - |  | ------- |  | - | ------- |  |  | -------------- | -
|                                                      |  | December 31, 2014 |  
|                                                      |  | Level 1           |   |  | Level 2 |  |   | Level 3 | 
|                                                      |  | RMB               |   |  | RMB     |  |   | RMB     | 
|Available-for-sale financial assets                   |  |                   |  |  |         |  |  |         |  |  | 69,541,208     |  
|Contingent considerations                             |  |                   |  |  |         |  |  |         |  |  | (63,864,731    | )
|                                                      |  |                   |   |  |         |  |   |         |  |  |                |  
|                                                      |  |                   |  |  |         |  |  |         |  |  | 5,676,477      |  
|                                                      |  |                   |   |  |         |  |   |         |  |  |                |  
|                                                      | 
|                                                      |  | December 31, 2015 |  
|                                                      |  | Level 1           |   |  | Level 2 |  |   | Level 3 | 
|                                                      |  | RMB               |   |  | RMB     |  |   | RMB     | 
|Financial assets at fair value through profit or loss |  |                   |  |  |         |  |  |         |  |  | 670,148,114    |  
|Available-for-sale financial assets                   |  |                   |  |  |         |  |  |         |  |  | 588,905,070    |  
|Contingent considerations                             |  |                   |  |  |         |  |  |         |  |  | (30,000,000    | )
|Convertible preference shares                         |  |                   |  |  |         |  |  |         |  |  | (1,725,485,886 | )
|                                                      |  |                   |   |  |         |  |   |         |  |  |                |  
|                                                      |  |                   |  |  |         |  |  |         |  |  | (496,432,702   | )
|                                                      |  |                   |   |  |         |  |   |         |  |  |                |  

For the year ended December 31, 2014 and 2015, there were no transfers between Level 1 and Level 2 fair
value measurements, and no transfers into or out of Level 3 fair value measurements.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|20. | Trade payables
|--- | --------------



|               |  |      |             |  |      |  |             | 
|-------------- |  | ---- | ----------- |  | ---- |  | ----------- | 
|               |  | 2014 |             |  | 2015 | 
|               |  | RMB  |             |  | RMB  | 
|Trade payables |  |      | 589,152,700 |  |      |  | 987,424,361 | 
|               |  |      |             |  |      |  |             | 

Trade payables are non-interest bearing and are normally settled under the terms of 120 to 150 days.



|21. | Other payables and accruals
|--- | ---------------------------



|                        |  |      |             |  |      |  |               | 
|----------------------- |  | ---- | ----------- |  | ---- |  | ------------- | 
|                        |  | 2014 |             |  | 2015 | 
|                        |  | RMB  |             |  | RMB  | 
|Accrued payroll         |  |      | 84,742,322  |  |      |  | 129,270,846   | 
|Accrued expenses        |  |      | 30,370,061  |  |      |  | 36,668,494    | 
|Advances from customers |  |      | 326,108,749 |  |      |  | 637,914,197   | 
|Other payables          |  |      | 129,260,657 |  |      |  | 122,098,721   | 
|Other tax payables      |  |      | 146,535,285 |  |      |  | 177,618,688   | 
|Deferred revenue        |  |      |            |  |      |  | 43,364,971    | 
|Interest payable        |  |      |            |  |      |  | 1,468,927     | 
|                        |  |      |             |  |      |  |               | 
|                        |  |      | 717,017,074 |  |      |  | 1,148,404,844 | 
|                        |  |      |             |  |      |  |               | 

The above balances are non-interest-bearing and are normally settled under the terms of 120 to 150 days.
Included in advances from customers, are amounts received from dealer subscription and listing customers prior to revenue recognition amounting to RMB309,949,685 and RMB578,757,726, as of December 31, 2014 and 2015, respectively.



|22. | Interest-bearing borrowings
|--- | ---------------------------

During 2015, the Group entered into revolving line of
credit agreements with some commercial banks located in China. The total revolving line of credit was RMB480,000,000 and available within one year since the respective agreement date. Amounts drawn down as at December 31, 2015 was
RMB361,084,116, bearing fixed interest rates ranging from 3.90% to 4.60% per annum. There are no commitment fees associated with the unused portion of the line of credit. The major revolving line of credit is guaranteed by Bitauto Hong Kong
Limited.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|23. | Finance lease receivables
|--- | -------------------------

The Group provides automobile financial leasing services on
its online automotive financial platform. Below table represents the detail information of finance lease receivables:



|                                            |  |      |   |  |      |  |               |  
|------------------------------------------- |  | ---- | - |  | ---- |  | ------------- | -
|                                            |  | 2014 |   |  | 2015 | 
|                                            |  | RMB  |   |  | RMB  | 
|Finance lease receivables:                  |  |      |   |  |      |  |               |  
|- Finance leases - gross receivables        |  |      |  |  |      |  | 1,306,165,276 |  
|- Unearned finance income                   |  |      |  |  |      |  | (234,925,668  | )
|                                            |  |      |   |  |      |  |               |  
|                                            |  |      |  |  |      |  | 1,071,239,608 |  
|                                            |  |      |   |  |      |  |               |  
|Gross receivables from finance lease        |  |      |   |  |      |  |               |  
|Within one year                             |  |      |  |  |      |  | 547,995,157   |  
|After one year but not more than five years |  |      |  |  |      |  | 758,170,119   |  
|Later than five years                       |  |      |  |  |      |  |              |  
|                                            |  |      |   |  |      |  |               |  
|                                            |  |      |  |  |      |  | 1,306,165,276 |  
|                                            |  |      |   |  |      |  |               |  
|Net receivables from finance lease          |  |      |   |  |      |  |               |  
|Within one year                             |  |      |  |  |      |  | 410,741,837   |  
|After one year but not more than five years |  |      |  |  |      |  | 660,497,771   |  
|Later than five years                       |  |      |  |  |      |  |              |  
|                                            |  |      |   |  |      |  |               |  
|Total                                       |  |      |  |  |      |  | 1,071,239,608 |  
|                                            |  |      |   |  |      |  |               |  

The finance lease receivables within one year are included in other current assets. The finance lease
receivables over one year are included in other non-current assets.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|24. | Related party disclosures
|--- | -------------------------

The following table summarizes the related party transactions
for years ended December 31, 2013, 2014 and 2015:



|                                                                                                        |  |      |           |  |      |  |            |      |  |  |            | 
|------------------------------------------------------------------------------------------------------- |  | ---- | --------- |  | ---- |  | ---------- | ---- |  |  | ---------- | 
|                                                                                                        |  | 2013 |           |  | 2014 |  |            | 2015 | 
|                                                                                                        |  | RMB  |           |  | RMB  |  |            | RMB  | 
|Services purchased from entities with common shareholders of the Company                                |  |      | 1,615,094 |  |      |  | 1,135,696  |      |  |  | 3,607,715  | 
|                                                                                                        |  |      |           |  |      |  |            |      |  |  |            | 
|                                                                                                        |  |      | 1,615,094 |  |      |  | 1,135,696  |      |  |  | 3,607,715  | 
|                                                                                                        |  |      |           |  |      |  |            |      |  |  |            | 
|Services purchased from an entity with common key management personnel of the Group                     |  |      |          |  |      |  | 1,324,648  |      |  |  |           | 
|                                                                                                        |  |      |           |  |      |  |            |      |  |  |            | 
|                                                                                                        |  |      |          |  |      |  | 1,324,648  |      |  |  |           | 
|                                                                                                        |  |      |           |  |      |  |            |      |  |  |            | 
|Services purchased from subsidiaries of shareholder of the Company                                      |  |      |          |  |      |  |           |      |  |  | 35,050,809 | 
|                                                                                                        |  |      |           |  |      |  |            |      |  |  |            | 
|                                                                                                        |  |      |          |  |      |  |           |      |  |  | 35,050,809 | 
|                                                                                                        |  |      |           |  |      |  |            |      |  |  |            | 
|Services purchased from equity investees on which the investments are accounted for using equity
method |  |      |           |  |      |  |            |      |  |  |            | 
|- Beijing Xinchuang Interactive Advertising Company Limited                                             |  |      |          |  |      |  |           |      |  |  | 9,981,530  | 
|- Target Net (Beijing) Technology Company Limited                                                       |  |      | 8,227,359 |  |      |  | 7,454,088  |      |  |  |           | 
|- Shanghai Eclicks Network Co., Ltd. (Eclicks)                                                        |  |      |          |  |      |  | 7,547,170  |      |  |  |           | 
|                                                                                                        |  |      |           |  |      |  |            |      |  |  |            | 
|                                                                                                        |  |      | 8,227,359 |  |      |  | 15,001,258 |      |  |  | 9,981,530  | 
|                                                                                                        |  |      |           |  |      |  |            |      |  |  |            | 
|Services purchased from preference shares equity investees that the Group have significant
influence    |  |      |           |  |      |  |            |      |  |  |            | 
|- Eclicks                                                                                               |  |      |          |  |      |  |           |      |  |  | 69,641,500 | 
|- Others                                                                                                |  |      |          |  |      |  |           |      |  |  | 1,198,419  | 
|                                                                                                        |  |      |           |  |      |  |            |      |  |  |            | 
|                                                                                                        |  |      |          |  |      |  |           |      |  |  | 70,839,919 | 
|                                                                                                        |  |      |           |  |      |  |            |      |  |  |            | 

In 2015, the Group made purchases from subsidiaries of JD, an ordinary shareholder of the Company, in a total
amount of RMB35,050,809 for marketing activities.

In 2015, the Group purchased advertising services from Eclicks in a total amount of
RMB69,641,500.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|24. | Related party disclosures (continued)
|--- | -------------------------------------



|                                                                                                     |  |      |   |  |      |  |            |      |  |  |             | 
|---------------------------------------------------------------------------------------------------- |  | ---- | - |  | ---- |  | ---------- | ---- |  |  | ----------- | 
|                                                                                                     |  | 2013 |   |  | 2014 |  |            | 2015 | 
|                                                                                                     |  | RMB  |   |  | RMB  |  |            | RMB  | 
|Services provided to an entity with common key management personnel of the Group                     |  |      |  |  |      |  | 128,585    |      |  |  |            | 
|                                                                                                     |  |      |   |  |      |  |            |      |  |  |             | 
|                                                                                                     |  |      |  |  |      |  | 128,585    |      |  |  |            | 
|                                                                                                     |  |      |   |  |      |  |            |      |  |  |             | 
|Services provided to equity investees on which the investments are accounted for using equity
method |  |      |   |  |      |  |            |      |  |  |             | 
|- Beijing Xinchuang Interactive Advertising Company Limited (BXIA)                                 |  |      |  |  |      |  | 64,887,484 |      |  |  | 81,423,073  | 
|- Target Net (Beijing) Technology Company Ltd.                                                       |  |      |  |  |      |  | 7,567,847  |      |  |  |            | 
|- Others                                                                                             |  |      |  |  |      |  | 104,937    |      |  |  | 64,875      | 
|                                                                                                     |  |      |   |  |      |  |            |      |  |  |             | 
|                                                                                                     |  |      |  |  |      |  | 72,560,268 |      |  |  | 81,487,948  | 
|                                                                                                     |  |      |   |  |      |  |            |      |  |  |             | 
|Services provided to preference shares equity investees that the Group have significant
influence    |  |      |   |  |      |  |            |      |  |  |             | 
|- Chetuan E-Commerce Ltd. (Chetuan)                                                                |  |      |  |  |      |  |           |      |  |  | 153,841,986 | 
|- TTP CAR INC. (TTP)                                                                               |  |      |  |  |      |  |           |      |  |  | 10,020,350  | 
|- Others                                                                                             |  |      |  |  |      |  |           |      |  |  | 1,949,015   | 
|                                                                                                     |  |      |   |  |      |  |            |      |  |  |             | 
|                                                                                                     |  |      |  |  |      |  |           |      |  |  | 165,811,351 | 
|                                                                                                     |  |      |   |  |      |  |            |      |  |  |             | 

In 2015, the Group provided advertising services to BXIA and TTP amounting to RMB81,423,073 and RMB10,020,350,
respectively.

In 2015, the Group provided automobile transaction services to Chetuan for a total amount of RMB153,841,986. Among the above
transaction services, the aggregate principal amount of financial leasing services provided to Chetuan is RMB2,079,678,110.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|24. | Related party disclosures (continued)
|--- | -------------------------------------



The following table summarizes the related party balances as of December 31, 2014 and
2015:



|                                                                                                 |  |      |            |  |      |  |               | 
|------------------------------------------------------------------------------------------------ |  | ---- | ---------- |  | ---- |  | ------------- | 
|                                                                                                 |  | 2014 |            |  | 2015 | 
|                                                                                                 |  | RMB  |            |  | RMB  | 
|Amounts due from entities with common shareholders of the Company                                |  |      | 3,412,167  |  |      |  |              | 
|Amounts due from an entity with common key management personnel of the Group                     |  |      | 1,306,780  |  |      |  |              | 
|Amounts due from equity investees on which the investments are accounted for using equity
method |  |      | 34,216,052 |  |      |  | 66,316,908    | 
|Amounts due from preference shares equity investees that the Group have significant
influence    |  |      |           |  |      |  | 1,592,815,452 | 
|                                                                                                 |  |      |            |  |      |  |               | 
|Total amounts due from related parties                                                           |  |      | 38,934,999 |  |      |  | 1,659,132,360 | 
|                                                                                                 |  |      |            |  |      |  |               | 
|                                                                                                 |  |     
|                                                                                                 |  | 2014 |            |  | 2015 | 
|                                                                                                 |  | RMB  |            |  | RMB  | 
|Amounts due to entities with common shareholders of the Company                                  |  |      | 500,000    |  |      |  | 103,000       | 
|Amounts due to equity investees on which the investments are accounted for using equity
method   |  |      | 4,000,000  |  |      |  | 600,000       | 
|Amounts due to preference shares equity investees that the Group have significant
influence      |  |      |           |  |      |  | 50,977,825    | 
|                                                                                                 |  |      |            |  |      |  |               | 
|Total amounts due to related parties                                                             |  |      | 4,500,000  |  |      |  | 51,680,825    | 
|                                                                                                 |  |      |            |  |      |  |               | 

For the year ended December 31, 2014 and 2015, the Group did not make any provision for doubtful debts
relating to amounts owed by related parties. The assessment of doubtful debt provision is undertaken each financial year through examining the financial position of the relevant related parties and the market in which the related parties operate.

Compensation of key management personnel of the Group



|                                                    |  |      |            |  |      |  |            |      |  |  |            | 
|--------------------------------------------------- |  | ---- | ---------- |  | ---- |  | ---------- | ---- |  |  | ---------- | 
|                                                    |  | 2013 |            |  | 2014 |  |            | 2015 | 
|                                                    |  | RMB  |            |  | RMB  |  |            | RMB  | 
|Wages and salaries                                  |  |      | 6,289,700  |  |      |  | 6,604,185  |      |  |  | 7,832,250  | 
|Employment benefits                                 |  |      | 284,677    |  |      |  | 284,330    |      |  |  | 422,200    | 
|Share-based payments                                |  |      | 12,107,152 |  |      |  | 15,766,658 |      |  |  | 7,276,896  | 
|                                                    |  |      |            |  |      |  |            |      |  |  |            | 
|Total compensation paid to key management personnel |  |      | 18,681,529 |  |      |  | 22,655,173 |      |  |  | 15,531,346 | 
|                                                    |  |      |            |  |      |  |            |      |  |  |            | 



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|25. | Commitments and contingencies
|--- | -----------------------------

Operating lease commitments  Group as lessee

The Group has entered into operating leases on certain office premises. These leases have an average life of between 1 and 5 years.
There are no restrictions placed upon the Group by entering into these leases.

Payments under operating leases are expensed on a
straight-line basis over the periods of the respective leases. The terms of the leases do not contain rent escalation or contingent rents. Future minimum lease payments under non-cancelable operating leases as of December 31 are as follows:



|                                            |  |      |             |  |      |  |             | 
|------------------------------------------- |  | ---- | ----------- |  | ---- |  | ----------- | 
|                                            |  | 2014 |             |  | 2015 | 
|                                            |  | RMB  |             |  | RMB  | 
|Within one year                             |  |      | 59,679,645  |  |      |  | 104,067,454 | 
|After one year but not more than five years |  |      | 137,713,941 |  |      |  | 181,393,423 | 
|Later than five years                       |  |      | 8,283,090   |  |      |  | 3,888,045   | 
|                                            |  |      |             |  |      |  |             | 
|                                            |  |      | 205,676,676 |  |      |  | 289,348,922 | 
|                                            |  |      |             |  |      |  |             | 

Legal proceedings

From time to time, the Group is subject to legal proceedings, investigations and claims incidental to the conduct of our business. The Group is
currently not involved in any legal or administrative proceedings that may have a material adverse impact on the Groups business, financial position or results of operations.



|26. | Financial risk management objectives and policies
|--- | -------------------------------------------------

Market risk is the risk that the fair
value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of interest rate risk and foreign currency risk. The Group is also exposed to liquidity risk and credit risk. Management
reviews and agrees policies for managing each of these risks and they are summarized below.



| | (i) | Interest rate risk
| | --- | ------------------

The Groups earnings are affected by changes in interest rates due to
the impact of such changes on interest income and interest expense from interest-bearing financial assets and liabilities. The Groups interest-bearing financial assets comprised primarily of cash deposits at floating rates based on Hong Kong
Interbank Offered Rate and Peoples Bank of China daily bank deposit rates. For the year ended December 31, 2015, the interest income from cash deposits was approximately RMB24,980,457 (2014: RMB13,606,952; 2013: RMB8,111,431). The
weighted average interest rate on the Groups cash deposits is 1.07% for the year ended December 31, 2015 (2014: 1.14%; 2013: 0.95%). The following demonstrates the sensitivity to a reasonably possible change in interest rates on that
portion of interest-bearing financial assets affected. With all other variables held constant, a 0.5% increase or decrease in annual interest rates would increase or decrease interest income by RMB16,957,644, respectively, based on the cash, cash
equivalents and time deposits balance as of December 31, 2015 (2014: RMB6,413,313).

Borrowings carry at floating rates expose the
Group to cash flow interest-rate risk whereas those carry at fixed rates expose the Group to fair value interest-rate risk. The Groups interest-bearing financial liabilities comprised primarily of borrowings from bank at fixed rates which do
not expose the Group to cash flow interest rate risk. The interest expense incurred for the year ended December 31, 2015 was RMB4,525,236 (2014: nil; 2013: nil).



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|26. | Financial risk management objectives and policies (continued)
|--- | -------------------------------------------------------------



| | (ii) | Foreign currency risk
| | ---- | ---------------------

The Groups presentation currency is RMB. The functional currency
of the Company and Bitauto HK is US$, while the functional currency of the PRC subsidiaries and SEs is RMB. The Groups exposure to foreign currency exchange rate risk primarily relates to cash and cash equivalents and time deposits denominated
in the US$.

The following table demonstrates the sensitivity to a reasonably possible change in the RMB/US$ exchange rate, with all other
variables held constant, of the Groups profit. The impact on the Groups equity is due to the foreign currency exchange differences.



|     |  |                               |       |   |                  |  |            |                  |  |  |                  |   |  |                  |             |   |  |  |             |  
|---- |  | ----------------------------- | ----- | - | ---------------- |  | ---------- | ---------------- |  |  | ---------------- | - |  | ---------------- | ----------- | - |  |  | ----------- | -
|     |  | Increase/decrease
in US$ rate |       |   | Effect on profit |  |            | Effect on profit |  |  | Effect on equity |   |  | Effect on equity |            
|     |  |                               |       |   | US$              |  |            | RMB              |  |  | US$              |   |  | RMB              |            
|2015 |  |                               | +5.00 | % |                  |  | 1,302,235  |                  |  |  | 8,879,002        |   |  |                  | 11,846,357  |   |  |  | 80,771,782  |  
|     |  |                               | -5.00 | % |                  |  | (1,439,312 | )                |  |  | (8,879,002       | ) |  |                  | (13,093,342 | ) |  |  | (80,771,782 | )
|2014 |  |                               | +5.00 | % |                  |  | 1,738,964  |                  |  |  | 11,172,754       |   |  |                  | 3,236,166   |   |  |  | 20,792,203  |  
|     |  |                               | -5.00 | % |                  |  | (1,922,012 | )                |  |  | (11,172,754      | ) |  |                  | (3,576,815  | ) |  |  | (20,792,203 | )



| | (iii) | Liquidity risk
| | ----- | --------------

The Groups exposure to liquidity risk is the amounts recognized as
financial liabilities (Note 19). The current financial liabilities are amounting to RMB1,522,288,023 for the year ended December 31, 2015 (2014: RMB722,913,357), and non-current financial liabilities excluding convertible preference shares are
amounting to RMB24,361,234 for the year ended December 31, 2015 (2014: RMB38,323,654). As of December 31, 2015, convertible preference shares were classified as non-current financial liabilities because the Group believes that it does not
have obligation to settle the liability within 12 months after the end of the reporting period. There is no material net liquidity risk due to cash and cash equivalents balances amounting to RMB1,221,472,624 and RMB2,940,874,390 as of
December 31, 2014 and 2015, respectively.



| | (iv) | Credit risk
| | ---- | -----------

A majority of the customers who wish to trade on credit terms are subject to
credit verification procedures. In addition, receivable balances are monitored on an ongoing basis via the Groups management reporting procedures. The Group provides longer payment terms, ranging from 120 to 180 days to particular automaker
customers after applying strict credit requirements based on the Groups credit policy. These automaker customers, which comprise approximately 41.6% of total receivables as of December 31, 2015 (2014: approximately 48.7%), are major,
long-standing customers and are mostly joint venture entities between PRC state-owned enterprises and international automakers. The related PRC state-owned enterprises have access to funds from the PRC government and thus do not represent
substantial credit risks. However, with their influence in the automotive industry in the PRC, these customers are able to demand longer payment terms from their suppliers, such as the Group.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|26. | Financial risk management objectives and policies (continued)
|--- | -------------------------------------------------------------



| | (iv) | Credit risk (continued)
| | ---- | -----------------------



Credit risk from balances with banks and financial institutions is managed by the
Groups treasury in accordance with the Groups policy. As of December 31, 2014 and 2015, substantially all of the Groups cash and cash equivalents and time deposits were held by various reputable Chinese major financial
institutions located in the PRC and Hong Kong. Historically, deposits in Chinese banks are secured due to the state policy on protecting depositors interests. However, the PRC promulgated a new Bankruptcy Law in August 2006 that has come into
effect on June 1, 2007, which contains a separate article expressly stating that the State Council promulgates implementation measures for the bankruptcy of Chinese banks based on the Bankruptcy Law when necessary. Under the new Bankruptcy Law,
a Chinese bank can go into bankruptcy. In addition, since the PRCs accession to the World Trade Organization, foreign banks have been gradually permitted to operate in the PRC and have been significant competitors against Chinese banks in many
aspects, especially since the opening of the Renminbi business to foreign banks in late 2006. Therefore, the risk of bankruptcy of those Chinese banks in which the Group has deposits has increased. In the event of bankruptcy of one of the banks
which holds the Groups deposits, it is unlikely to claim its deposits back in full since it is unlikely to be classified as a secured creditor based on PRC laws. Since the global financial crisis began during the third quarter of 2008, the
risk of bankruptcy of those banks in which the Group has deposits or investments has increased significantly. In the event of bankruptcy of one of these financial institutions, it may be unlikely to claim its deposits or investments back in full.
The Group maintains its deposits across a diversified portfolio of financial institutions and continues to monitor the financial strength of these financial institutions. The Groups maximum exposure to credit risk for the components of the
consolidated statement of financial position as of December 31, 2014 and 2015 is the carrying amounts as illustrated in Note 19. The Groups maximum exposure for financial instruments is noted in Note 19.



| | (v) | Fair values
| | --- | -----------

Among the financial instruments of the Group, the carrying amounts of financial
assets at fair value through profit or loss, available-for-sale financial assets and convertible preference shares approximate their fair values as of December 31, 2015. Fair value estimates are made at a specific point in time and based on
relevant market information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could
significantly affect the estimates. Refer to Note 19.4 for further information on fair value.



| | (vi) | Capital management
| | ---- | ------------------

The primary objective of the Groups capital management is to maintain
a balance between continuity of funding and flexibility through the use of borrowings, when necessary in order to support the current and future growth of the Groups business and to maximize shareholder value.

Capital includes equity attributable to the ordinary shareholders of the parent amounting to RMB2,055,552,812 and RMB8,491,983,029, as of
December 31, 2014 and 2015, respectively.

No changes were made in the objectives, policies or processes for managing capital during
the year ended December 31, 2015.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|27. | Operating segment information
|--- | -----------------------------

As disclosed in Note 2.2, until December 31, 2014,
the Group managed its business in four segments, namely, bitauto.com business, EP platform business, taoche.com business and digital marketing solutions business. Starting from January 1, 2015, in order to better reflect the structure of
business, management started to oversee and monitor its business in three segments, namely advertising business, EP platform business and digital marketing solutions business. Advertising revenue and dealer subscription revenue from taoche.com
business were reported under advertising business and EP platform business, respectively. Based on the above, the Group has three reportable operating segments as follows:



| |  |  | The advertising business segment comprises of advertising services.
| | - |  | -------------------------------------------------------------------



| |  |  | The EP platform business segment comprises of dealer subscription services targeted to the automobile market, and additional transaction services, such as automobile transactions, CRM and online automotive financial
platform services.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The digital marketing solutions business segment comprises of agent services.
| | - |  | -----------------------------------------------------------------------------

Management
monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with
profit or loss in the consolidated financial statements.

As the Groups long-lived assets are substantially all located in the PRC
and substantially all the Groups revenues are derived from external customers within the PRC, no geographical segments are presented.

There are no intercompany transactions between the operating segments that have an effect on profit or loss before eliminations. The Group does
not allocate non-operating income and expenses to each reportable segment. Accordingly, the measure of profit and loss for each reportable segment as reported to the chief operating decision maker is operating profit. A reconciliation of operating
profit to profit before tax is presented in the consolidated statements of comprehensive income.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|27. | Operating segment information (continued)
|--- | -----------------------------------------



As a result of the above changes in segment structure, the comparative figures of segment
information for the year ended December 31, 2013 and December 31, 2014 were revised accordingly.



|                                    |  |                                 |               |   |                      |  |                |                           |  |  |              |   |  |  |                |  
|----------------------------------- |  | ------------------------------- | ------------- | - | -------------------- |  | -------------- | ------------------------- |  |  | ------------ | - |  |  | -------------- | -
|Year ended, December 31,
2013       |  | bitauto.com
advertisingbusiness |               |   | EP platform
business |  |                | Digitalmarketingsolutions |  |  | Total        |  
|Revenue                             |  |                                 | 741,783,094   |   |                      |  | 491,849,069    |                           |  |  | 205,700,201  |   |  |  | 1,439,332,364  |  
|Cost of revenue                     |  |                                 | (127,420,489  | ) |                      |  | (105,022,863   | )                         |  |  | (102,755,618 | ) |  |  | (335,198,970   | )
|                                    |  |                                 |               |   |                      |  |                |                           |  |  |              |   |  |  |                |  
|Gross profit/(loss)                 |  |                                 | 614,362,605   |   |                      |  | 386,826,206    |                           |  |  | 102,944,583  |   |  |  | 1,104,133,394  |  
|Selling and administrative expenses |  |                                 | (413,043,766  | ) |                      |  | (234,718,439   | )                         |  |  | (101,106,597 | ) |  |  | (748,868,802   | )
|Product development expenses        |  |                                 | (47,378,429   | ) |                      |  | (44,648,064    | )                         |  |  | (12,378,666  | ) |  |  | (104,405,159   | )
|Other gains, net                    |  |                                 | 3,043,674     |   |                      |  | 1,704,223      |                           |  |  | 778,765      |   |  |  | 5,526,662      |  
|                                    |  |                                 |               |   |                      |  |                |                           |  |  |              |   |  |  |                |  
|Operating profit/(loss)             |  |                                 | 156,984,084   |   |                      |  | 109,163,926    |                           |  |  | (9,761,915   | ) |  |  | 256,386,095    |  
|                                    |  |                                 |               |   |                      |  |                |                           |  |  |              |   |  |  |                |  
|                                    |  |                                 |               |  
|Year ended, December 31,
2014       |  | bitauto.com
advertisingbusiness |               |   | EP platform
business |  |                | Digitalmarketingsolutions |  |  | Total        |  
|Revenue                             |  |                                 | 1,233,190,683 |   |                      |  | 870,712,582    |                           |  |  | 355,034,759  |   |  |  | 2,458,938,024  |  
|Cost of revenue                     |  |                                 | (221,194,158  | ) |                      |  | (225,656,308   | )                         |  |  | (150,159,998 | ) |  |  | (597,010,464   | )
|                                    |  |                                 |               |   |                      |  |                |                           |  |  |              |   |  |  |                |  
|Gross profit/(loss)                 |  |                                 | 1,011,996,525 |   |                      |  | 645,056,274    |                           |  |  | 204,874,761  |   |  |  | 1,861,927,560  |  
|Selling and administrative expenses |  |                                 | (608,678,714  | ) |                      |  | (437,878,368   | )                         |  |  | (129,129,530 | ) |  |  | (1,175,686,612 | )
|Product development expenses        |  |                                 | (67,612,833   | ) |                      |  | (67,586,559    | )                         |  |  | (12,879,354  | ) |  |  | (148,078,746   | )
|Other (losses), net                 |  |                                 | (5,235,834    | ) |                      |  | (4,230,258     | )                         |  |  | (1,438,054   | ) |  |  | (10,904,146    | )
|                                    |  |                                 |               |   |                      |  |                |                           |  |  |              |   |  |  |                |  
|Operating profit/(loss)             |  |                                 | 330,469,144   |   |                      |  | 135,361,089    |                           |  |  | 61,427,823   |   |  |  | 527,258,056    |  
|                                    |  |                                 |               |   |                      |  |                |                           |  |  |              |   |  |  |                |  
|                                    |  |                                 |               |  
|Year ended, December 31,
2015       |  | bitauto.com
advertisingbusiness |               |   | EP platform
business |  |                | Digitalmarketingsolutions |  |  | Total        |  
|Revenue                             |  |                                 | 1,619,462,920 |   |                      |  | 1,935,558,694  |                           |  |  | 456,532,128  |   |  |  | 4,011,553,742  |  
|Cost of revenue                     |  |                                 | (321,832,883  | ) |                      |  | (672,251,795   | )                         |  |  | (235,538,301 | ) |  |  | (1,229,622,979 | )
|                                    |  |                                 |               |   |                      |  |                |                           |  |  |              |   |  |  |                |  
|Gross profit                        |  |                                 | 1,297,630,037 |   |                      |  | 1,263,306,899  |                           |  |  | 220,993,827  |   |  |  | 2,781,930,763  |  
|Selling and administrative expenses |  |                                 | (826,446,767  | ) |                      |  | (1,998,443,039 | )                         |  |  | (167,586,023 | ) |  |  | (2,992,475,829 | )
|Product development expenses        |  |                                 | (99,252,677   | ) |                      |  | (193,997,511   | )                         |  |  | (18,849,443  | ) |  |  | (312,099,631   | )
|Other gains, net                    |  |                                 | 18,059,497    |   |                      |  | 21,696,521     |                           |  |  | 3,332,538    |   |  |  | 43,088,556     |  
|                                    |  |                                 |               |   |                      |  |                |                           |  |  |              |   |  |  |                |  
|Operating profit/(loss)             |  |                                 | 389,990,090   |   |                      |  | (907,437,130   | )                         |  |  | 37,890,899   |   |  |  | (479,556,141   | )
|                                    |  |                                 |               |   |                      |  |                |                           |  |  |              |   |  |  |                |  

No single customer contributed revenue exceeding 10% of total revenues.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|28. | Event after the reporting period
|--- | --------------------------------

In the first quarter of 2016, the Group issued
asset-backed debt securities in connection with securitization of certain financial assets. The asset-backed debt securities are nonrecourse to the Group and are payable only out of collections on their respective underlying collateralized assets.
The Group recorded the asset-backed debt securities as liabilities with the initial amount of RMB824,000,000.



|29. | Approval of the consolidated financial statements
|--- | -------------------------------------------------

The consolidated financial statements
were approved and authorized for issue by the Board of Directors on April 28, 2016.



|30. | Parent company only condensed financial information
|--- | ---------------------------------------------------

The Companys ability to pay
dividends is primarily dependent on the Company receiving distributions of funds from its PRC subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by its PRC subsidiaries only out of their retained earnings, if any,
as determined in accordance with PRC accounting standards and regulations.

In accordance with the PRC Regulations on Enterprises with
Foreign Investment and the articles of association of the Companys PRC subsidiaries, foreign-invested enterprises established in the PRC are required to provide certain statutory reserves, which are appropriated from net profit as reported in
the enterprises PRC statutory accounts. A foreign-invested enterprise is required to allocate at least 10% of its annual after-tax profit to the statutory reserve until such reserve has reached 50% of its respective registered capital based on
the enterprises PRC statutory accounts. Foreign-invested enterprises are also required to set aside funds for the employee bonus and welfare fund from their after-tax profits each year at percentages determined at their sole discretion. The
aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. The Companys PRC subsidiaries were established as foreign-invested enterprises and, therefore, are subject to the above mandated
restrictions on distributable profits.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|30. | Parent company only condensed financial information (continued)
|--- | ---------------------------------------------------------------



As a result of these PRC laws and regulations, subject to the limit discussed above that
require annual appropriations of 10% of after-tax income to be reserved prior to payment of dividends as a statutory reserve, the Companys PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the
Company. As of December 31, 2015, the PRC subsidiaries had accumulated profits amounting to RMB261,388,575 (2014: RMB182,594,742) pursuant to PRC accounting standards, and therefore, statutory reserves amounting to RMB26,138,858 was recorded as
of December 31, 2015 (2014: RMB18,259,474).

Condensed statements of comprehensive income



|                                                                                              |  |                                 |             |   |      |  |            |      |  |  |              |  
|--------------------------------------------------------------------------------------------- |  | ------------------------------- | ----------- | - | ---- |  | ---------- | ---- |  |  | ------------ | -
|                                                                                              |  | For the year ended December 31, |            
|                                                                                              |  | 2013                            |             |   | 2014 |  |            | 2015 | 
|                                                                                              |  | RMB                             |             |   | RMB  |  |            | RMB  | 
|Selling and administrative expenses                                                           |  |                                 | (9,338,624  | ) |      |  | (1,742,250 | )    |  |  | (686,153,443 | )
|Other (losses)/gains, net                                                                     |  |                                 | (810,809    | ) |      |  | (7,408     | )    |  |  | 11,409       |  
|                                                                                              |  |                                 |             |   |      |  |            |      |  |  |              |  
|Operating loss                                                                                |  |                                 | (10,149,433 | ) |      |  | (1,749,658 | )    |  |  | (686,142,034 | )
|Changes in fair value of financial assets                                                     |  |                                 |            |   |      |  |           |      |  |  | 1,317,307    |  
|Interest income                                                                               |  |                                 | 1,702       |   |      |  | 5,063      |      |  |  | 11,200,923   |  
|Investment income                                                                             |  |                                 |            |   |      |  |           |      |  |  | (4,782,437   | )
|                                                                                              |  |                                 |             |   |      |  |            |      |  |  |              |  
|Loss before taxes                                                                             |  |                                 | (10,147,731 | ) |      |  | (1,744,595 | )    |  |  | (678,406,241 | )
|Income tax expense                                                                            |  |                                 |            |   |      |  |           |      |  |  |             |  
|                                                                                              |  |                                 |             |   |      |  |            |      |  |  |              |  
|Loss for the year                                                                             |  |                                 | (10,147,731 | ) |      |  | (1,744,595 | )    |  |  | (678,406,241 | )
|                                                                                              |  |                                 |             |   |      |  |            |      |  |  |              |  
|Other comprehensive (loss)/income                                                             |  |                                 |             |   |      |  |            |      |  |  |              |  
|Other comprehensive (loss)/income to be reclassified to profit or loss in subsequent
periods: |  |                                 |             |   |      |  |            |      |  |  |              |  
|Foreign currency exchange differences, net of tax of nil                                      |  |                                 | (19,709,295 | ) |      |  | 2,596,301  |      |  |  | 405,608,662  |  
|Net gain/(loss) on available-for-sale financial assets, net of tax of nil                     |  |                                 | 9,068,634   |   |      |  | 5,394,021  |      |  |  | (3,197,062   | )
|                                                                                              |  |                                 |             |   |      |  |            |      |  |  |              |  
|Other comprehensive (loss)/income for the year, net of tax                                    |  |                                 | (10,640,661 | ) |      |  | 7,990,322  |      |  |  | 402,411,600  |  
|                                                                                              |  |                                 |             |   |      |  |            |      |  |  |              |  
|Total comprehensive (loss)/income for the year                                                |  |                                 | (20,788,392 | ) |      |  | 6,245,727  |      |  |  | (275,994,641 | )
|                                                                                              |  |                                 |             |   |      |  |            |      |  |  |              |  



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|30. | Parent company only condensed financial information (continued)
|--- | ---------------------------------------------------------------



Condensed statements of financial position



|                                                      |  |                    |                |   |      |  |                |  
|----------------------------------------------------- |  | ------------------ | -------------- | - | ---- |  | -------------- | -
|                                                      |  | As of December 31, |               
|                                                      |  | 2014               |                |   | 2015 | 
|                                                      |  | RMB                |                |   | RMB  | 
|ASSETS                                                |  |                    |                |   |      |  |                |  
|Non-current asset                                     |  |                    |                |   |      |  |                |  
|Intangible assets                                     |  |                    |               |   |      |  | 2,518,982,882  |  
|Due from subsidiaries                                 |  |                    |               |   |      |  | 3,372,889,740  |  
|Investments in subsidiaries                           |  |                    | 82,609,326     |   |      |  | 203,028,528    |  
|Investments accounted for using equity method         |  |                    | 15,297,500     |   |      |  | 11,247,932     |  
|Financial assets at fair value through profit or loss |  |                    |               |   |      |  | 11,977,445     |  
|Available-for-sale financial assets                   |  |                    | 38,364,291     |   |      |  | 25,959,462     |  
|                                                      |  |                    |                |   |      |  |                |  
|Total non-current asset                               |  |                    | 136,271,117    |   |      |  | 6,144,085,989  |  
|                                                      |  |                    |                |   |      |  |                |  
|Current assets                                        |  |                    |                |   |      |  |                |  
|Prepayments and other receivables                     |  |                    | 3,116,707      |   |      |  | 6,650,524      |  
|Due from subsidiaries                                 |  |                    | 768,703,242    |   |      |  |               |  
|Due from related parties                              |  |                    | 23,878         |   |      |  |               |  
|Cash and cash equivalents                             |  |                    | 63,189,635     |   |      |  | 1,012,692,847  |  
|                                                      |  |                    |                |   |      |  |                |  
|Total current assets                                  |  |                    | 835,033,462    |   |      |  | 1,019,343,371  |  
|                                                      |  |                    |                |   |      |  |                |  
|TOTAL ASSETS                                          |  |                    | 971,304,579    |   |      |  | 7,163,429,360  |  
|                                                      |  |                    |                |   |      |  |                |  
|EQUITY AND LIABILITIES                                |  |                    |                |   |      |  |                |  
|Equity                                                |  |                    |                |   |      |  |                |  
|Issued capital                                        |  |                    | 12,662         |   |      |  | 17,008         |  
|Share premium                                         |  |                    | 2,696,753,983  |   |      |  | 9,095,194,170  |  
|Treasury shares                                       |  |                    | (62,579,400    | ) |      |  | (56,690,148    | )
|Employee equity benefit reserve                       |  |                    | 91,534,747     |   |      |  | 169,103,720    |  
|Other reserve                                         |  |                    |                |   |      |  |                |  
|- Foreign currency translation reserve                |  |                    | (10,698,815    | ) |      |  | 394,909,847    |  
|- Available-for-sale financial assets reserve         |  |                    | 15,556,389     |   |      |  | 12,359,327     |  
|Accumulated losses                                    |  |                    | (1,778,889,406 | ) |      |  | (2,457,295,647 | )
|                                                      |  |                    |                |   |      |  |                |  
|Total equity                                          |  |                    | 951,690,160    |   |      |  | 7,157,598,277  |  
|                                                      |  |                    |                |   |      |  |                |  
|Current liabilities                                   |  |                    |                |   |      |  |                |  
|Other payables and accruals                           |  |                    | 19,614,419     |   |      |  | 5,831,083      |  
|                                                      |  |                    |                |   |      |  |                |  
|Total current liabilities                             |  |                    | 19,614,419     |   |      |  | 5,831,083      |  
|                                                      |  |                    |                |   |      |  |                |  
|Total liabilities                                     |  |                    | 19,614,419     |   |      |  | 5,831,083      |  
|                                                      |  |                    |                |   |      |  |                |  
|TOTAL EQUITY AND LIABILITIES                          |  |                    | 971,304,579    |   |      |  | 7,163,429,360  |  
|                                                      |  |                    |                |   |      |  |                |  



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|30. | Parent company only condensed financial information (continued)
|--- | ---------------------------------------------------------------



Condensed statements of cash flows



|                                                   |  |                                 |              |   |      |  |            |      |  |  |                |  
|-------------------------------------------------- |  | ------------------------------- | ------------ | - | ---- |  | ---------- | ---- |  |  | -------------- | -
|                                                   |  | For the year ended December 31, |             
|                                                   |  | 2013                            |              |   | 2014 |  |            | 2015 | 
|                                                   |  | RMB                             |              |   | RMB  |  |            | RMB  | 
|Net cash flows (used in)/from operating activities |  |                                 | (190,200,908 | ) |      |  | 9,584,348  |      |  |  | 23,306,736     |  
|Net cash flows used in investing activities        |  |                                 | (5,487,207   | ) |      |  | (6,119,000 | )    |  |  | (2,561,029,319 | )
|Net cash flows from financing activities           |  |                                 | 233,124,775  |   |      |  | 28,659,066 |      |  |  | 3,375,896,131  |  
|                                                   |  |                                 |              |   |      |  |            |      |  |  |                |  
|Net increase in cash and cash equivalents          |  |                                 | 37,436,660   |   |      |  | 32,124,414 |      |  |  | 838,173,548    |  
|Exchange rate effect on cash                       |  |                                 | (19,174,788  | ) |      |  | 2,513,654  |      |  |  | 111,329,664    |  
|Cash and cash equivalents at beginning of the year |  |                                 | 10,289,695   |   |      |  | 28,551,567 |      |  |  | 63,189,635     |  
|                                                   |  |                                 |              |   |      |  |            |      |  |  |                |  
|Cash and cash equivalents at end of the year       |  |                                 | 28,551,567   |   |      |  | 63,189,635 |      |  |  | 1,012,692,847  |  
|                                                   |  |                                 |              |   |      |  |            |      |  |  |                |  

The following reconciliations are provided as additional information for parent company only condensed
financial information:



|                                                                                                               |  |                                 |               |   |      |  |               |      |  |  |               |  
|-------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------------- | - | ---- |  | ------------- | ---- |  |  | ------------- | -
|                                                                                                               |  | For the year ended December 31, |              
|                                                                                                               |  | 2013                            |               |   | 2014 |  |               | 2015 | 
|                                                                                                               |  | RMB                             |               |   | RMB  |  |               | RMB  | 
|(Loss)/Profit reconciliation:                                                                                  |  |                                 |               |   |      |  |               |      |  |  |               |  
|Parent only - loss for the year                                                                                |  |                                 | (10,147,731   | ) |      |  | (1,744,595    | )    |  |  | (678,406,241  | )
|Additional profit if subsidiaries had been accounted for on the equity method of accounting as
opposed to cost |  |                                 | 251,375,912   |   |      |  | 490,867,119   |      |  |  | 261,953,294   |  
|                                                                                                               |  |                                 |               |   |      |  |               |      |  |  |               |  
|Consolidated profit/(loss) for the year                                                                        |  |                                 | 241,228,181   |   |      |  | 489,122,524   |      |  |  | (416,452,947  | )
|                                                                                                               |  |                                 |               |   |      |  |               |      |  |  |               |  
|Equity reconciliation:                                                                                         |  |                                 |               |   |      |  |               |      |  |  |               |  
|Parent only - equity                                                                                           |  |                                 | 860,070,863   |   |      |  | 951,690,160   |      |  |  | 7,157,598,277 |  
|Additional profit if subsidiaries had been accounted for on the equity method of accounting as
opposed to cost |  |                                 | 615,778,018   |   |      |  | 1,103,862,652 |      |  |  | 1,334,384,752 |  
|                                                                                                               |  |                                 |               |   |      |  |               |      |  |  |               |  
|Consolidated - equity attributable to ordinary shareholders of the parent                                      |  |                                 | 1,475,848,881 |   |      |  | 2,055,552,812 |      |  |  | 8,491,983,029 |  
|                                                                                                               |  |                                 |               |   |      |  |               |      |  |  |               |  



F-75



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(Amounts in Renminbi (RMB) except for number of shares)



|30. | Parent company only condensed financial information (continued)
|--- | ---------------------------------------------------------------



| | (a) | Basis of presentation
| | --- | ---------------------

The separate condensed financial statements above have been
presented on a parent company only basis. Under a parent company only presentation, the Companys investments in its subsidiaries are presented at cost. Such investments are presented on the separate condensed statements
of financial position of the Company as Investments in subsidiaries.

The subsidiaries did not pay any dividends to the Company
for the periods presented.

There were no indicators of impairment associated with the investments in subsidiaries as of December 31,
2014 and 2015.

Certain information and note disclosures normally included in financial statements prepared in accordance with IFRS have
been condensed or omitted in this parent company only condensed financial information by reference to the Groups consolidated financial statements.



| | (b) | Commitments
| | --- | -----------

The Company does not have any significant commitments or long-term
obligations as of December 31, 2014 and 2015.



F-76